The Amazing Spiderman: Even Heroes Fall Act 2
by Darkness Rising Stories
Summary: After the Revival of Gwen Stacy, Peter Parker's life has made a complete turn around. he finally has hope in things. He thinks he can have everything he ever wanted, a family, a future. But...Even Heroes have to Fall to see the truth. Peter Parker and his friends that he joined together to bring down Oscorp must fight Oscorp's Remnants and destroy them. Even the last Osborn...
1. My Life

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

My life has...turned around for the better. A sentence that I...Peter Parker...never thought I'd say. I have Gwen back to me. Funny how at first I didn't think there was an end to my suffering. But here I am...alive and with the woman I love so much. But there were sacrifices along the way. Flash...Damon. John Mary Jane and even Isabella. And I wish that my ego didn't bring them into this. That my ego didn't do this. If it weren't for that Spider none of these monsters would exist. But I can't change the past. I can only fix the damages to this beautiful world with my gifts. Uncle Ben called me the Guardian Angel of New York...of the World. It's like he knew I would become Spiderman. I don't know half of the things that wise old man knew. But I believed in him. Just as he believed in me. But I have to stop them. Octavius...Kasady. They are all still out there. Harry may be dead...but I sense something that makes Harry seem like nothing to whatever Oscorp is planning next. But this time...I'm not alone in this fight. I'm Peter Parker...and this is my life.

* * *

A pair of brown eyes opens up slowly. He turns to his left in his bed, Gwen asleep beside him. Her blonde hair brushed aside her face, showing her beautiful face and covering the other half. She tugs on the bed sheets, asleep. Peter strokes her head, kissing her forehead passionately. Her eyes slowly open up; her blue eyes are so stunning they look like they are glowing. She smiles at Peter. "Good Morning." Peter chuckled. She giggles sweetly.

"Good Morning Pete." She cooed. Peter grabs his shirt, pulling it down his chest. He stretches his muscles as he awakens. She looks at him as he puts his shirt on, smiling. He turns to her.

"What?" He wondered. She slightly giggles. He looks down at his shirt, realising that it's the wrong way round. "Oh." Peter realized, turning his shirt around. She rubs her brow with her fingers, getting out of bed with Peter. She walks into their bathroom, getting herself into the shower, warm water spraying onto her body. Peter turns at the window, seeing Captain Stacy stood before him. A slight smile on his face, nodding.

"Protect her for me. She needs you." His voice whispered. Peter smiles back.

"I will." Peter said. Captain Stacy fades away as the ghost that he is. A distant ringing sound echoes through him, his Spider Sense already tingling. The distant wails of sirens echoing through the city. Peter turns to his wardrobe. He opens the doors, pulling his Spiderman suit out. "Gwen?" Peter called whilst he puts his suit on.

"Yeah?" She replied.

"I need to head out sweetie!" Peter said.

"Trouble?" Gwen guessed.

"Yeah." Peter stated.

"Then go get 'em tiger." She said.

"Sorry." Peter said his suit on, his mask in his hand.

"It's your job honey. There's nothing to be sorry about." Gwen said, smiling in the shower.

"I'll see you later." Peter assured.

"I love you Peter." Gwen said.

"I love you too." Peter said, firing his web onto a flagpole outside, he swinging out into the blinding sunlight. The overgrown city halfway to repaired. Most of the trees cut down and the overgrown roads repaired to their original form with no grass bleeding out. He fires web after we onto objects in the surroundings, pursuing a large truck filled with golden ingots. Police Cars pursue the Reinforced Truck; the officers fire bullets at the tough skin of the truck. The bullets impact the metal sheets of metal, bouncing off of it. The doors open up, criminals with machine guns firing at the Police Officers. The officers duck down behind the steering wheels. Peter swings over the truck, landing on one of the buildings as he observes the event. He observes the event, his big bug eyes stare at the truck. "That's a big truck...what are these guys up to?" Peter wondered. Punisher arrives below him, throwing a mine onto the road. The Truck drives over the truck. The mine detonates; a massive explosion erupts from the mine. But the explosion only slightly damages the armoured machine. The criminals stagger inside from the explosion. Peter launches a collection of webs at the truck, trying to slow it down. Suddenly a strange silhouette shoots across the web, severing it. Peter watches the silhouette as it lands down on the top of the truck, staring at him. The metal wings of Vulture fold back as he stares at him.

"Peter Parker..." Vulture snarled, pointing his fully automatic pistol at him as Peter pursues them, firing a cloud of bullets at him. Peter spins through the air in a corkscrew like swivel. Peter leaps onto the truck, stood in his fighting stance, his hand pressed against the metal, leaning forward and his other hand up in the air. Vulture laughs, dropping his pistol into the road. The two jump at one another. Adrian swings himself round, slashing his wings at Peter. Peter jumps back, activating his web sphere launchers. As he stands on the edge of the truck, he fires web spheres at Vulture. Vulture snarls as the webs wrap his arms together. Peter turns to see Punisher pursuing the truck with him on a Chopper Motorcycle, a small shotgun in one hand, firing at the men inside, guarding the boxes filled with golden bars. Peter grabs Vulture's fist, staring into the madman's hazel eyes. Adrian growls as he pushes his fist towards Peter. Peter groans, swinging his fist up into Adrian's jaw. Adrian yells in pain, staggering back. Vulture's wings open out, slashing across Peter's chest, cutting through his seat and his skin. Peter yells in pain, grabbing the truck with his only free hand. He looks at his slashed skin, blood oozing out from the carved marks in his skin. Vulture sniggers as he walks towards Peter, his wings folding into his back again. He turns at the loud sound of a roar, Lizard Man sprints across some buildings, slamming against the truck, throwing it over with his super strength. The truck flips over, sliding along the ground. Lizard Man hisses, grabbing a criminal by the head, throwing him against a tree, roaring. He slams against the tree headfirst, a loud crack occurs from the snap of his neck. The criminal lays lifeless on the ground. Peter looks around as Frank and Curt stand beside him. Vulture staggers around the truck, staring at them, his wings fold out widely. Peter stares straight at Vulture, clenching his hands into fists.

"Raise your hands in the air." Frank ordered, aiming his shotgun at him. Suddenly Vulture's wings open up.

"Never." Adrian snarled. His wings swing downwards, giving him a boost; he glides away from the heroes. Frank launches shotgun shells at him as he glides away.

"Damn...little coward got away." Frank snarled.

"That doesn't matter...is the goods inside still inside?" Peter asked. Curt grabs the doors, ripping them away, the doors bounce across the road. His white lab coat that he has made to actually fit him shakes as his muscles shudder as he moves. They all stare inside of the truck, finding that all of the gold is gone.

"What?" Curt stuttered. They hear a loud cackle and a roar. They all peer over the edge into a sewage tunnel. The figure dragging the last crate of money being the terrifying Carnage. He stares straight at them.

"Enjoy this peace while it lasts Mr Parker. You think that having your girlfriend back will end your suffering?" Carnage laughed. "It's only beginning!" Carnage snarled, crawling away, dragging the golden ingots down into the sewage tunnels. His roars echo through the tunnels, becoming fainter as he disappears. Peter smashes his fist against the truck.

"Damn it!" Peter yelled, sliding down the wall, groaning. Curt shrinks down into his human form, not requiring new clothing since his larger clothes are large enough to fit the Lizard and him.

"Peter? What's wrong?" Curt wondered.

"I need to keep Gwen safe. Whatever Carnage meant...he means her. It's the same thing that Harry wanted. To break me..." Peter said, realising that Oscorp are planning something again.

"We won't let her get hurt." Frank said, offering his hand to Peter.

"I know...it's just trying to stop them that are the hard part." Peter said, taking Frank's hand as he pulls him up.

* * *

Gwen types into their home computer in their house, completing her work for her new job that she would have taken in Oxford if it wasn't for Harry and Electro. Her computer suddenly crackles, her work disappearing. She jumps back slightly, her blue eyes looking very confused. It links to an image of Kraven on the screens, his eyes staring through the screen. Gwen looks back in fear. "Hello Ms Stacy. I hope that work that you've been doing is helpful. Because I'd hate for it to make you look bad...again." Kraven snarled, referencing Oxford.

"What do you want?" Gwen questioned, trying to stay calm.

"Peter Parker. We will get him...by any means necessary." Kraven snarled. "We'll see you soon." Kraven chuckled, her computer returns to her work. Her lips tremble in horror. She peers round her window, looking around, finding that nothing is there. Peter opens the door behind her, closing it. She screams, turning sharply around, only to see Peter with deep scratches in his chest. Peter staggers around, from exhaustion. He lies on the sofa, looking at her.

"What's wrong?" Peter asked, Gwen immediately runs over to him, looking at his wounds, not speaking about what happened.

"What happened?" She asked, checking the wounds, avoiding the question that Peter asked.

"Adrian Toomes. He was robbing a bank truck. It...It went bad." Peter explained, he looks into Gwen's eyes as she starts to clean the wound, knowing that something's up. "What was up with your reaction when I came in?" Peter asked. She breathes deeply.

"I was working on that computer a moment ago and I was threatened by someone on the computer. He wanted to use me to get to you." Gwen explained.

"Who was it?" Peter asked.

"I don't know...he was wearing some sort of animal skin vest and he had a thick beard." Gwen explained. Peter snarls, knowing who this monster is.

"Kraven..." Peter hissed. "They threatened you?" Peter asked. She nods her head. "I'm not gonna let them hurt you. I lost you once...I can't lose you again. I wouldn't be able to take it." Peter said, stroking her sweet cheek. She holds his head, looking into his eyes.

"Don't you dare! You will not give into their threats Peter. I love you and I do not want you to give up. On me or to Oscorp." Gwen said, kissing him.

"I can't put you in harm's way again." Peter sniffed. "The last time I did, Harry killed you. Not again." Peter said.

"You need to realise Peter, we fight together." Gwen said. They press their foreheads together, passionately. He kisses her neck, hugging her tightly.

...


	2. Oscorp's Remnants

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Gwen cleans Peter's gouges on his chest, very evoking of when Connors dragged his claws across Peter's chest before. She looks into Peter's eyes; the two share a compassionate kiss. Peter strokes her blonde hair, smiling at her. "I got you." Peter assured, kissing her again. He tries to pull her shirt off, getting a bit excited. She giggles.

"Peter..." Gwen giggled. "Easy..."

"Why?" Peter groaned.

"Well I'd rather not get your blood all over me." Gwen said, rubbing his hair, laughing. Peter kisses her neck. "You're making this very difficult Peter."

"I thought you liked a challenge." Peter flirted. She buries her head in his shoulder, laughing. The happy couple laugh with one another. She leans back, tipping her head back from laughter. She turns back to Peter, tilting her head at Peter with her beautiful smile. Peter strokes her cheek, giving a kind smile back to her. Gwen turns to a bandage, wrapping it around Peter's torso, from his shoulder and back to cover up his wound. She wraps it round, tightening it. Peter lifts her chin up, kissing her passionately.

"Okay." Gwen giggled; the two kiss each other so passionately.

* * *

The two hold one another tightly and closely in their bed, kissing one another. Gwen strokes Peter's face, looking at him with a sweet smile. The bed sheets covering them like a cocoon. Gwen and peter wrap their arms around each other's bodies lovingly. "I still can't believe you are here with me Gwen..." Peter said, stroking her adorable face. Gwen kisses Peter's hand.

"I couldn't believe that I came back. All I remember was falling and then, I woke up in the Reviver. Thanks to you." Gwen said, smiling. "You saved me...you went through everything. You could have moved on but you didn't. Why?" Gwen asked.

"You are my dream girl. Nobody else could make me as happy as you." Peter said, kissing Gwen on her lips. Gwen rolls on top of Peter, wrapping her arms around Peter's shoulders. She kisses Peter passionately, stroking the back of his head while they embrace their love for one another. Peter strokes her long blonde hair, kissing her as well. Peter rolls over, onto Gwen, resting her head against the pillow, kissing her. Peter pulls Gwen up, the two hug one another tightly. Peter kisses Peter's cheek as Peter kisses her neck. "I can't live without you." Peter said, pausing their love for a moment. Gwen leans her head on Peter's chest, stroking his six-pack of which the Spider gave him, along with his muscular growth. She holds Peter's cheek.

"My dear bug-boy." She cooed, adoring him. "It's good that I want to live with you even when we are old." Gwen said. The two share another affectionate kiss, holding each other closely and tightly. Peter gently rests Gwen down onto the pillow, tenderly stroking and kissing one another, the moon glows beautifully as their love fills their world.

* * *

Hours later, the two sleep, arms around each other, the covers shielding their unclothed skin. Gwen rests her head on Peter's chest, her arms wrapped around Peter's chest, her eyes closed as she sleeps, feeling his heartbeat. Peter holds her close. On the towers around their apartment, Vulture lands on the roof of one, knowing exactly where the two lovers live. He looks at them, happy and asleep, knowing that they just made love. He cackles quietly, raising his communication device on his wrist. "The Spider is doing exactly what we thought he would. He just got Miss Stacy pregnant. Now we have complete control over him." Vulture snarled with an evil smile on his face.

"Good...everything is going just as planned. Let's teach Peter Parker a lesson. The lesson that one day, Even Heroes must Fall." Octavius responded. "Adrian, good recon, return to base. It's time to begin." Octavius hissed.

"Do we kill her?" Vulture asked.

"No, not yet. We will first torture her, well Peter will." Octavius said.

"Good. He must want to die." Vulture snarled, his wings spread out and he jumps off of the building, gliding away. Peter's eyes open up, thinking that he heard something. He looks out the window, seeing nothing. He looks over at Gwen, smiling, kissing her, falling back asleep with her.

* * *

Vulture glides across the night sky. His metal wings glisten the moonlight against it. He dives down towards a Sewage tunnel; his wings open up, slowing his descent. He lands down, his wings fold back and he walks through the tunnels, looking around. He enter a small area, Octavius inside with the body of Norman Osborn, Regenerated and inside. The Reviver managed to be brought down into the sewers, powered up by the moonlight. Vulture walks over to Octavius, throwing a collection of photographs to him. The pictures that he took of the happy couple asleep. "As you can see..." Vulture said, stood there.

"I see...Well at least we have proof of their compassion. We can use that against them." Octavius said. Octavius opens his hand, three Serums in his hand that he has created. He walks over to the Reviver, and past a couple of Richard Parker's Spiders.

"How did you manage to make those? Richard Parker took that research to his grave." Mysterio asked, walking forward.

"Not all, that train that Parker, went to. I found it, inside had the data I needed to make more. And the code, I've always known." Octavius said. He connects the serum into the Reviver. The Reviver powers up, injecting his corpse with the serum. His body spasms, shaking violently as it returns to life. His hands tense and tighten on the gurney. The body stops shuddering and his eyes open up sharply, glowing bright green with a menacing glow. He growls as he awakens. Cletus leans against the wall, watching Norman as he gets invigorated. Norman suddenly snaps, grabbing Octavius by the throat. His green eyes glow bright red suddenly as he stares into Octavius' eyes.

"Whoa! Calm down bastard!" Kraven snarled, pushing him down. Norman struggles, snarling. "Damn he's a strong old man!" Kraven snarled. Norman throws Kraven against the wall, standing tall. He stares at all of them. Cletus' head becomes eaten by the head of Carnage as he circles the man.

"Calm down old man. We want the same thing." Carnage snarled.

"And what is that?" Norman snarled.

"Peter Parker. Spiderman." Carnage growled. Norman snarls, his skin suddenly changes colour and he screams in pain, falling to his knees. Strange horn like bones emerge from his forehead and his green eyes fade into demonic red eyes. His fingers form into sharp claws and he staggers to his feet...as some sort of Goblin. But not as a suit, literally as a Goblin. The insane men all look at Norman in shock, even Carnage.

"What has Richard done?" He snarled, looking at his hands. He slowly starts to laugh like a madman. "Thank you." Norman chuckled, looking at his hand. He groans, collapsing, his strange Goblin form transforms back into his original form. He coughs, still ill and old of course. "I cannot fight that freak in this weak old man form. Get me to the Regenerator. And then...We'll talk." Norman demanded. Octavius drags out a large box, opening it up, revealing a suit of armour inside. A Goblin mask and suit with another Glider, the same kind that Harry used. But Norman's suit has yellow eyes and a pointy mask. Sharp teeth as well so he can speak through it. Norman smirks as he looks at the suit.

...


	3. Norman Osborn Returns

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hense the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Peter shudders in his sleep, Gwen asleep beside him. Unaware that Vulture knows where they are. That Oscorp knows where they are. In his mind...he sees Gwen falling again. Carnage's words echoing throughout his mind. "Your suffering is only beginning." Carnage snarled. His insane laughter echoing. Flashing images of when he threw the pole straight through Harry in rage, Harry looks up even though at this time in real life he was killed, staring at Peter. His laughs echoing. Peter gasps quietly, his eyes opening up widely. He breathes heavily, looking to his side to see Gwen, alive and well. He exhales in relief, pulling his boxers up and walking away, gently laying Gwen's head on the pillow, trying not to wake her. He walks down the stairs in their apartment into their living room. Gwen's blue eyes open up, seeing Peter walking away.  
Peter sits on their sofa, looking out the window. Gwen walks behind him, a white gown on. She sits down beside Peter, stroking the back of his head. "What's bothering you?" Gwen asked. Peter bows his head in grief.

"There was something I never said about the Truck Heist. Carnage was there, you remember what I told you about him. He told me that _my suffering is only just beginning. _If they mean what I think they mean, they want to hurt you, to break me." Peter said. He looks at Gwen. "I had a dream, a horrible dream of you dying again. I can't let that happen." Peter said, closing his eyes in grief. She turns Peter's head, looking into his eyes.

"They can try. If you go...I go." Gwen said. Peter shakes his head.

"I failed your father last time, your family. I won't do it again." Peter said.

"You need to realise Peter...we're in this to the end. Both of us." Gwen said. "You've given me a second chance." Gwen said, kissing Peter caringly. "Come on Bug-Boy. Let's get some sleep." Gwen said.

* * *

Norman Osborn sternly looks at the Oscorp tower, his glowing green eyes staring at the tower. Kraven and Vulture appear behind two of the Resistance soldiers guarding the entrance, snapping their necks violently. They drag their corpses inside of the darkness. They all walk inside of the tower quietly, people everywhere, working. Vulture and Kraven point their small machine guns in the air, spraying a collection of bullets into the sky, causing the men and women to scream in shock. Octavius walks past, his arms stomping on each step, cracking the floor. He looks around at all of the people. "Who's in charge here?" Octavius barked at everyone. Everyone remains silent. Octavius pats Vulture on the back. He walks over to a random worker, slashing his razor sharp wings across his throat, severing the jugular. The workers scream in horror as the worker chokes to death on his own blood. Octavius turns back to the men and women. "I ask again...who is in charge?" Octavius bellowed. The people shudder in fear. And then the man walks out, being Nicolas Carlyle himself.

"You asked for me Oc?" Carlyle said, walking over on the floor above them, using his cane to support his body, since his leg is smashed. "What do you want Octavius?"

"The Regenerator." Octavius snarled. Carlyle looks past Octavius, straight at Norman Osborn.

"Impossible..." He exclaimed.

"Let us use the Regenerator and we'll leave." Octavius said.

"For what? Make Norman over there younger so then you can make Spiderman's life a living hell?" Carlyle snarled. "I don't think so; his life is finally going well. Why can't you just leave him alone?" Carlyle snarled.

"What hero is there that doesn't have an enemy? You can be super, but you need something to fight against to be a hero. That is the price he must learn of his actions." Octavius snarled.

"Well you can go and fuck yourself you eight legged freak!" Carlyle snarled. Octavius chuckled.

"Look Carlyle, we can either do this the easy way." Octavius snarled. Vulture and Kraven both aim their machine guns at everyone. "Or the hard way." Octavius said. Carlyle turns round slightly, seeing one of the women beside him, transforming into the red symbiotic body of Carnage. His Carnage head peels away, Cletus looking at him.

"Boo." Cletus snarled. Carnage looks to his right, a massive puff of smoke appears and Mysterio with the smoke. Outnumbered, outsmarted and outgunned, Carlyle sighs in defeat.

"Fine...take it. You people make me sick. You just can't leave him alone can you?" Carlyle snarled.

"Where would be the fun in that?" Cletus laughed. Suddenly a purple, masked figure leaps down behind Mysterio, spinning the helmeted madman round, smashing his fist against his helmet. Mysterio staggers back. The silhouette is none other than Prowler. He stands tall, fists clenched. Suddenly a blast of shotgun shell fragments fires at the group of the ground floor. Vulture's wings fold over in front of his body, blocking his fragile human body; the shrapnel bounces off, clinging on the floor. Cletus' head vanishes into the jaws of Carnage, swinging his sharp blade at Carlyle. He blocks the red symbiotic blade with his cane, kicking Carnage in the chest, swinging the end of his cane across his face. Carnage groans, staggering back. Carnage relocates his snapped jaw, the symbiote repairs his damage, and he laughs maniacally at Carlyle.

"Okay..." Carlyle whispered in shock. Prowler grabs Mysterio's fist as the helmeted man swings at him, until an explosion of smoke causes him to vanish.

"Hate it when he does that..." Prowler snarled, looking around. Mysterio suddenly appears behind Prowler, kicking him in the back. Prowler yells, falling down the floor, slamming on the ground floor with a thud. He turns to suddenly meet the fist of Vulture, throwing him through a door. Prowler claws his hands into the floor, trying to slow himself from moving across the ground.  
Punisher slides down the stairs, firing a blast of shotgun shell shrapnel at Octavius, only to meet the massive metal arms. Frank swipes his fist across Octavius' face, the doctor staggers back, looking directly at Frank.

"My turn..." Octavius snarled, swinging one of his massive metal arms at Frank, smacking him so hard he flies across the building. Frank unsheathes his combat knife, dragging it into the floor. He looks forward to see Octavius walking towards him. "Why do you bother helping the boy? What has he ever done in return?"

"I don't ask for anything in return! He's just a kid! He deserves a happy life!" Frank snarled.

"See, there! That's my point! Peter Parker is a child, he must be taught a lesson." Octavius stated, walking towards Frank.

"And what lesson is that?"

"Even Heroes Fall." Octavius hissed. Octavius sprints at Frank. Frank sprints towards him, leaping at him with his knife. One of the eight limbs grabs Frank by the chest, throwing him like a ragdoll across the laboratory.  
Felicia Hardy watches the battle from her position, inside of a dark room. Her black outfit giving her the camouflage. She drops down, slamming down on Kraven, punching him in the face. Kraven kicks the small woman off of his chest, unsheathing his two machetes, circling her menacingly. "The Black Cat...that's the name you go by is it not?" Kraven snarled. "I will enjoy skinning you then." Kraven growled, sprinting at her. Black Cat jumps aside, slashing her feline claws across Kraven's face, slicing a group of gashes in his face. Kraven growls in pain, swinging his machetes at her, over and over again, narrowly missing her face. She kicks one of the two machetes out of his hands, punching him in the face, wrapping her legs around his neck. Kraven snarls, grabbing her long Platinum Blonde Hair, throwing her over his shoulder. She bounces on the floor. Kraven swings his machete at her, hitting the ground as she rolls out of the way. Kraven grabs her by the neck, staring into her eyes menacingly.

"Is that all you got?" Felicia hissed. Kraven snarls, raising his machete up, ready to hack her head off. She slams her knee against the Hunter's chest, punching him in the head. Kraven snarls, swinging his machete under her legs, tripping her over. He brings the machete down at Felicia's chest, and then a bullet saves her life, shooting the machete out of Kraven's hands. He turns to see Punisher aiming his Desert Eagle at him.

* * *

Norman Osborn walks through the laboratories, recognising every single one. He enters the same room where he worked, where Octavius worked, where the Regenerator is. He walks towards the machine that can make him younger. He leans down into the machine, activating it himself. He closes his eyes, letting the machine that he and Richard created. The Regenerator fires a beam of energy directly at him, his organs regenerate as his body becomes newer, to the age of thirty year old. His old wrinkly skin spreads out into his younger skin. His eyes open up, younger but still glowing green as the Goblin virus flows through him. He laughs maniacally, like a Goblin. He stands up, looking at his muscular arms, laughing. He turns to the same designed Goblin Suit that Octavius showed in the Sewers, but the real thing. That one he saw was nothing but a replica. He walks towards it, opening out his arms. The suit opens up, swallowing him, the automated systems drilling the screws into his skin, making the suit be neurologically linked to his body. The Goblin Helmet closes down on his head, the yellow eyes of the helmet shut down over his eyes, giving him information about the suit and his weapons. He steps onto his Glider as the leg braces close up, glowing green as they are online. The Glider belches out green flames as he steps onto it, levitating into the air, blowing packs of paper across the area. The Green Goblin laughs chaotically, his laughs echo throughout the tower, sending shivers down everyone's spines. Punisher looks up, a loud explosion erupts from one of the window, and Norman soars down on top of his Glider. He stares at some elder workers that he once knew. "Out am I?" Norman snarled, throwing a grenade at them. The men look at the grenades, the explosion reduces them to ashes.

"Where the hell is Peter?" Frank stuttered. The Goblin Glides down before them.

"I'm gonna give you this choice only once. Leave now, and leave Oscorp to us, and we may consider letting you walk away unscathed." Norman blackmailed. Frank aims his shotgun at Norman, in utter rage. Felicia pulls his shoulder away.

"We can't fight him Frank, we have to go." Felicia said.

"Listen to the cat Frank." Norman cackled. Frank snarls, throwing his shotgun on the ground.

"This isn't over." Punisher snarled.

"Oh I bet..." Norman hissed. Punisher turns, walking away with Prowler, Felicia and Carlyle. Norman laughs maniacally, terrifying all of the workers inside.

"Peter Parker took Harry Osborn away, now we have a stronger one, now let's see him stop Oscorp." Cletus snarled. Norman turns to Cletus, hearing what he heard.

"What?" Norman snarled, floating towards Kasady.

"Peter Parker murdered your son, our leader. I understand this will want you to rip his skin from his flesh am I right?" Cletus wondered, walking around him. Norman growls, clenching his hands into fists.

"Yes..." Norman snarled.

"Then what are we waiting for? Let's kill him." Cletus snarled.

"No Kasady...that wasn't part of the plan. We need to wait. I am still working on the perfect weapon against Spiderman, one that he will be unable to fight against us when we use it on him." Octavius explained, walking over to the trio, whilst the rest of the Sinister Six move around the tower, reclaiming their company.

"What weapon? Killing Gwen? That didn't stop him last time." Cletus said.

"No, no. This." Octavius said, opening his human hand, revealing a collection of syringe needles with blue liquid inside.

"What is that?" Cletus asked.

"I have created an antidote for the venom that flows through him. I tested it on some of my subjects that we do not need for the Black Widow Project. It works; all I need is someone to inject him with it in his sleep, and in the morning we strike. When he tries to use his powers, he will be disappointed." Octavius chuckled.

"Black Widow Project? What's that?" Cletus asked.

"I've modified the same Spiders that Richard made to either make the same effect that happened to Harry or have the same effect on Peter Parker. The survivors are as strong as Peter, and they are practically just as dangerous and skilled. And they work for us." Octavius stated.

"How did you get anyone to apply?" Cletus wondered.

"Crippled criminals we found from multiple prisons. And somehow believe it or not...Aleksei Mikhailovich Sytsevich." Octavius explained.

"How did he survive that? He was unloaded on by tanks!" Cletus said.

"I don't know, even he doesn't know how, maybe it was some sort of genetically engineered modifications to his body that kept him alive. But he still wants that suit repaired, that's been my other job." Octavius explained.

"You've been a busy bee." Cletus snarled. "So Rhino's back?"

"Yeah, and that will be very helpful." Octavius chuckled.

"So when do we inject Mr Parker with that?" Norman asked.

"Not yet, we need to get our team put together completely. I have heard that there's a criminal out there who has been exposed to an atomic testing site, the sand has transformed him into some sort of Sandman." Octavius explained. "He goes by the alias of Flint Marko, and then there's a scientist that has been working for Oscorp named Donna Diego, she has been testing on Edward Brock's symbiote. We just need her to stop helping the Resistance and get that Symbiote on her. She has been trying to find a weakness in the symbiote against _you._" Octavius stated, pointing at Cletus.

"I'm flattered." Cletus chuckled.

"We will need to be unsuspecting for Peter Parker." Octavius said.

"That should be easy." Cletus said.

"This is only the start of our complete takeover of this city, and this time...nothing will stop us. Nothing!" Octavius yelled. Everyone in the tower cheers, insanely, fist pumping.

...


	4. Flint Marko

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

The sun rises over the horizon of New York, a bright golden glow. Peter and Gwen awaken as the sun blinds them. The two groan as they awaken, getting dressed.  
After some time of getting changed, Peter takes his bag, his camera in his bag; he sticks his badge on his breast pocket on his jacket, _Peter Parker, Photographer, the Daily Bugle. _He walks into the bathroom, Gwen inside doing her makeup on her face, carefully forming her eyeliner. "Hey...I'm heading to the Bugle, good luck at Oscorp, tell Donna I said hi." Peter asked.

"Okay, stay safe." Gwen said, turning to him, sharing a kiss. Peter walks out of their apartment, looking around. Taking a taxi to the Daily Bugle.

Vulture watches Gwen enter the Oscorp tower like a Gargoyle perched on a rooftop. She enters the tower, the building repaired and cleaned, as if nothing happened last night. She walks around the building, entering a small lab. A redheaded woman works away on some samples of Venom's symbiote. Her green eyes examining them. She looks up to see Gwen stood there, a clipboard in her hand. "Gwen! How are you?" Donna asked a big smile on her face.

"I'm fine Donna, how are you?"Gwen asked, smiling back, placing her clipboard on one of the desks.

"I'm fine Gwen my dear." Donna said. Gwen giggles slightly, brushing her blonde hair out of her eyes with her wrist. "So then, I'm guessing you're curious about this then aren't you?" Donna asked.

"Yeah, when I came by yesterday you were working on this." Gwen wondered.

"Well, that Eddie Brock fellow, I know he's a friend of yours, he had this on him, he still does, and he gave me a sample for me to test on. It's a very aggressive symbiote." Donna explained, curiously prodding it. The symbiote shrieks aggressively, trying to latch onto the prod. She traps the small sliver of symbiote with a glass beaker. The symbiote jumps at the glass, moving around.

"It's very lively." Gwen said, observing the symbiote.

"Indeed, I wouldn't want it to get onto me though. I saw what it did to Eddie." Donna said. "So, how has life been at the moment Gwen?"

"Well, it's been okay. Peter and I thought we'd try and...You know..." Gwen mumbled nervously. Referencing last night obviously. It doesn't take long for Donna to get the hint.

"Oh congratulations! How did it go?" Donna asked.

"I think it went well. Of course I won't know until I check with a pregnancy test." Gwen explained.

"Well, wait a few weeks and come to me and I'll give you a pack. I hope you think you're ready though." Donna said, pointing at her. "Trust me, I made that mistake and it was very bad for me, my boyfriend ran out on me when he figured it out. I had to raise the child on my own. It was hard." Donna explained.

"I think Peter's the one for me, we talked about it for a while. And we've been talking about for days before as well. I have complete faith in Peter." Gwen said. Donna smiles. While the two talk, the symbiote claws its way underneath the beaker, crawling away, the beaker nudges from the escape. The symbiote climbs down the desk, hiding inside of one of the closets.

"Well, I think you should get going honey, let me know about how it goes." Donna said. Gwen smiles, walking away into her office. Donna chuckles, turning to the beaker, finding that it is empty. Her green eyes widen and she frantically looks around for the strand of black symbiote. Donna gasps in shock, realising that this very dangerous life form could be sliming around the facility. "Shit." She whispered, biting her fingernails. The symbiote silently opens the closet, looking at her, hiding.

* * *

Peter enters the Daily Bugle, looking around. He walks through, Betty Brant catching an eye of him. "Peter!" Betty said, hugging him.

"Hey Betty." Peter said, hugging her.

"How's Gwen? I heard that she's back from the dead." Betty asked.

"Well other than being alive, she's good. We've been trying for a baby you know." Peter stated.

"Oh congrats!" Betty cheered. "How did she come back?" Betty asked.

"Long story...one that will need to be told another time. Have you seen Jameson?" Peter asked.

"Yeah, he's inside." Betty said. Peter walks in, the loud barking man shouting at Hoffman.

"Get out of here you moron!" Jameson barked, smoking a cigar. Hoffman slides past Peter as he walks inside.

"Jonah." Peter said.

"Parker! Get over here!" Jameson yelled.

"Guess some people never change..." Peter mumbled.

"What was that?" Jameson snapped, looking at Peter sharply.

"Nothing!" Peter defended.

"Have you got me any pictures?" Jameson demanded, still shouting. That's actually him being quiet though. Peter reaches into his bag, sliding a collection of photographs along the table. Jameson leans over, looking at the stunning pictures, as if Peter was actually swinging with Spiderman. He looks up at Peter. "Crap, crap, terrible. I'll give you five hundred bucks for all of them." Jameson said, leaning back.

"I think you can do better than that." Peter bribed.

"What you want?" Jameson wondered.

"Two hundred for all four." Peter said.

"That's outrageous! Done." Jameson said, taking the pictures and sliding eight hundred dollars to him in an instant. Not even any hesitation. Peter takes the money.

"Thanks." Peter said. "Oh, and maybe you could put something good about Spiderman for once. He managed to bring my girlfriend back from the grave. I don't know why, but he wanted my help in doing something and in return I asked for him to help me get her back." Peter said.

"He revived her? So maybe the menace has a good side." Jameson wondered.

"He's a good man Jonah." Peter said.

"Then why does he wear a mask? If he's a good man then how come he wants to keep his identity a secret?" Jonah said.

"So then it makes life a hard one for bad people like the ones that took Gwen from me." Peter said.

"If you think that story will change my view on that web swinger...it won't." Jonah said.

"Why am I not surprised? Call me when you need more pictures." Peter said.

"Yeah whatever! Hoffman! Get in here!" Jonah barked, Hoffman runs back in.

"Yes sir?" Hoffman said quickly.

"What you got for the newest developments? Return of Norman Osborn?" Jonah asked. Peter stops as he hears that. But all he hears is _Osborn. _Harry's laughs echo through his brain.

"Return of the _Ozzie_?" Hoffman imagined.

"Nah, its crap. I mean a name you idiot! He's been helping the Sinister Six now and he's on some sort of Glider, naming himself a Goblin. But we already had the Green Goblin. We need something new." Jonah stated, walking around, looking out of the window.

"New Goblin?" Hoffman guessed.

"Crap." Jonah dismissed.

"Hobgoblin!" Hoffman said.

"That's pretty good! But it's taken." Jonah said. Peter listens to their conversation. "I've got it! Green Goblin!" Jonah said. Completely dismissing his statement of needing a new name in the first place.

"I like it." Hoffman stuttered.

"Of course you do, new villain in town! Green Goblin!" Jonah said, smiling.

"Genius!" Hoffman said, acting like a kiss-ass.

"What are you looking for a raise? Get out." Jonah ordered, sitting down, throwing his cigar out of the window. Peter leans against the wall, realising what he's just heard. Not only is Norman Osborn back. But also he is the true Green Goblin and he will want revenge for his son's death. And Gwen is still not safe. And if she is pregnant, that will make her a bigger target. Peter walks out of the Bugle, realising the new threat that has arisen from where he buried it.

* * *

The Green Goblin soars across the sky, pursuing a group of policemen pursuing a criminal. The criminal swings round, his skin turns grainy and he grows into an enormous behemoth built entirely of sand grains. The Sandman roars, bringing his fist down at the policemen, the sand compacts into a solid stone hard object, smashing against the officers. A Helicopter circles him, firing bullets at him. The bullets simply become swallowed by the mass of Sandman. Sandman snarls, swinging his fist at the helicopter, knocking it out of the sky. Norman cackles as he circles the giant. Marko looks at him as he circles around him. Not sure if he is friend of foe. Goblin hovers down before him. Not attacking. Marko shrinks down into his normal hominid form, his green shirt with dark green stripes on him. "Who are you?" Flint interrogated.

"Norman Osborn." Norman snarled.

"Welcome back to the land of the living." Flint said. "What do you want?"

"You know that Spiderman kid?" Norman snarled, circling him.

"Yeah." Flint responded.

"I have a proposition for you. We are planning to get rid of that boy forever. But my son tried before and it didn't work, that's because he didn't have you." Norman stated.

"I have no quarrel with Spiderman, he hasn't gotten in my way yet." Flint said, ready to walk away.

"Wait a moment, Marko. Listen, he murdered my son in cold blood, he killed many others for one woman. He puts personal belief above everyone else, so we need to get rid of him. When we get him out of the way, whatever you need we can get it for you, we will have control of the city. Anything you need, and Oscorp will provide." Norman explained, peeking Flint's curiosity. Norman chuckles. "Interested?" He asked, his helmet shutting down over his face, the yellow eyes shutting down.

"Yeah..." Flint said, smirking evilly.

* * *

Donna looks around, the sun has set and the moon has risen. Desperate, she searches through every closet. She reaches into one of the closets, accidentally prodding the Symbiote with her finger. The symbiote latches on, multiplying in size and strength. She screams in terror as the symbiote climbs up her arm. Her arm transforms into the symbiote, black, orange and red symbiote. Much different to Carnage and Venom. The symbiote climbs through her hair, forming long black and yellow strands of symbiote. She screams and gags as the symbiote climbs down her throat and into her nostrils, connecting to her brain. She collapses to her knees, the symbiote covers her legs, and her clothes tear and fall off as the symbiote increases her strength to being too large for her clothing. Her unclothed body becomes too covered in symbiote to even look human anymore. She suddenly looks up, a thinner head than Venom but a black head rather than red to Carnage. Her white Spiderman looking eyes stare forward. She roars terrifyingly.

...


	5. Scream

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Peter closes the door of his and Gwen's apartment, still shocked of what he has just heard. Green Goblin is back. He breathes heavily, having an anxiety attack. In shock, he presses his hand against the wall, breathing over and over again in horror. Gwen turns round, seeing him breathing heavily. "You okay?" Gwen asked, not knowing that Peter's having an anxiety attack. Peter falls to his knee, head facing the ground. The Green Goblin's laughs echoing through Peter's brain. Gwen runs over to him, now realising. "Peter? Calm down okay, just breath calmly." Gwen ordered, rubbing his back. "What's wrong?"

"Norm...Norman Os...born." Peter stuttered.

"Norman Osborn?" Gwen asked, managing to translate his stuttering.

"He's alive, and he's the Green Goblin. He's after me." Peter stuttered, falling back against the wall. "And that means he's coming for you, I can't let him hurt you." Peter whimpered.

"Hey! Hey! Look at me sweetie, if he comes, we fight him together, like we always have." Gwen said.

"He'll kill you; I can't let that happen...not again." Peter gasped, starting to calm down. Gwen checks his temperature, he's burning up.

"Jeez, you're burning up Peter." Gwen warned, running over to their fridge, making an icepack. She presses it against his forehead, trying to cool him down. Peter slowly starts to breathe normally.

"What was that? What just happened to me there?" Peter asked.

"I think you just had an Anxiety attack." Gwen stated.

"Crap..." Peter groaned.

"Feeling better?" Gwen asked.

"A little bit yeah." Peter said. Gwen slowly takes the ice bag away from his head, smiling. "Sorry..." Peter apologised.

"For what? It wasn't your fault you had an anxiety attack." Gwen said.

"For just talking about Goblin, rather than asking you about your day." Peter said.

"Hey, you just found out that information, I don't blame you for your concern." Gwen said, smiling. Peter slowly stands to his feet, groaning.

"Hopefully that doesn't happen again." Peter said, exhaling. "How was your day?" Peter asked.

"It was fine, nothing that interesting. I spoke to Donna, about last night." Gwen said, giggling nervously.

"And what did she say?" Peter asked.

"That I should wait a week and go back to her to use a pregnancy test." Gwen explained. Peter smiles, kissing her.

"You're really sure that you're ready?" Peter asked, caringly. She smiles, nodding. Distantly in the city, a loud shriek echoes, along with groups of screams if terror. Peter turns, his Spider Sense catching his attention. Even Gwen turns to the sound, also hearing it. "Did you hear that?" Peter asked.

"Yeah, I did." Gwen said.

"Stay here, I'm gonna go a check it out." Peter said, walking over to his closet, taking out his Spiderman suit.  
After a few minutes after, Peter swings out of their apartment, swinging down towards the location.  
In the streets, Donna throws a car at some civilians, roaring aggressively. She slashes her claws at the civilians, not in her correct state of mind. She screams at the people, launching a web of symbiote at them, tripping them up. She drags her claws across their chests, blood spraying out. Police Officers arrive at the scene, creating a blockade of cars around her, their sirens wail and their lights flash red and blue brightly. She looks around, completely surrounded. The officers all aim their M1911A1 Pistols at her. "Do we shoot it?" One of the officers whispered to another.

"I don't know, let's see what it does." The other said. Scream walks around, pacing back and forth, a stern stare at every single officer. Peter lands down on top of one of the cars, looking at the new Symbiote creature.

"Hey? Hello!" Peter yelled. Scream turns, staring straight at Peter. "Miss? Can you calm down please?" Peter asked. Trying to be kind and friendly. "Obviously you must have gotten this on you by accident haven't you?" Peter asked. As Scream, she currently cannot speak, cannot control her symbiote very well. She looks at her sharp hands, still able to understand him though. Scream snarls, animalistic rage flowing through her. Her tentacle like hair vibrates violently as she stares at Peter. "Uh oh." Peter mumbled. Her hands clench into tight fists, she suddenly and viciously roars at Peter, pulling him into the ring like area with the cars surrounding them both. She hisses as she circles Peter, saliva drooling from her teeth. "Whatever has happened to you, this isn't you! Just please calm down and come with me!" Peter yelled.

"Never!" Scream yelled, kicking Peter in the chest. Peter slams into a police car, groaning.

"So that's how it's gonna be?" Peter groaned, looking at the Symbiote creature. Scream fires a symbiotic web onto a flagpole, swinging round it, kicking Peter in the chest, slamming him through the car. Peter rolls on the floor, looking up at Scream sprinting at him. She screeches, leaping at Peter, razor sharp claws raised up. She drags her claws across the floor, trying to get Peter. Peter growls, kicking Scream in the face, firing webs at her head. Scream staggers back, snarling, trying to rip the artificial webbing off. Peter grabs the long tentacle like hair of Scream, pulling back as he tries to get her onto the ground to web her down. Scream rips the webbing off of her face, jumping back, throwing Peter over with her acrobatic legs. Her hair bounces as she lands. Peter stands up, firing web sphere after web sphere at her. She takes one of the spheres to the shoulder, snarling in anger, ripping it off. Scream walks over to Peter, grabbing him by the throat, staring into his eyes; her white, emotionless eyes stare through him.

"Let's show everyone who's behind that mask." Scream snarled. Suddenly a black web impacts her shoulder. She turns, getting thrown against one of the cars by it. She growls in pain, slightly winded by it. Peter looks over to see Eddie Brock, his head vanishing into Venom's face. Peter smiles inside of his mask, chuckling.

"You are one of us, one of my spawn, help us Scream." Venom said, clenching his hand into a fist, just in case she does not comply. Scream stares at Venom with evil in her menacing white Spiderman like textured eyes, only with jagged points on them like her other Symbiote brothers. Scream shrieks at Venom antagonistically. She sprints at Venom, kicking him in the chest. The super powered Symbiote slams through a building, dragging his claws into the marble floor of the bank to slow himself down. Scream swings inside of the bank, staring straight at Venom with a stern stare. Peter swings in behind her, kicking her in the spine. Scream grunts, staggering forward, meeting the fist of Venom to her face. She slams through the floor, growling. She stares at the duo of powerful men, growling intensely. She leaps at them, her arm morphing into a whip like lash; she swings it at the two, throwing the two enemies of hers against a Bank Vault Door. Peter groans, looking up at Scream. Venom claws his way out of the door, growling. Scream looks at her arms, amazed that she can change her arms into weapons. Peter launches a web onto a desk chair, swinging it against Scream's head, barely even making her nudge. She just looks at Peter, snarling.

"That didn't work." Peter groaned. Scream laughs, her arms transforming into a pair of blades. Venom sprints at Scream, pressing his muscular hands against her blades, pushing his hands against them. The blades push through his symbiotic hands. Venom growls in pain, staring into her eyes. Venom kicks her in the leg, grabbing her by her red and yellow hair, throwing her into a wall. Peter launches bag after bag of money at her. "Here's your change!" Peter yelled, repeatedly throwing bags of money at her with his webbing.

"Seriously? _Here's your change_?" Venom asked, confused, talking more like Eddie, not like the symbiote.

"It's a new catchphrase! What do you think?" Peter wondered. Suddenly a bag of money slams back at Peter.

"Try again!" Scream snarled, climbing out of the hole that Venom threw her into. Venom sprints at his Symbiote Spawn, punching her across the face. Scream snarls. "That's no way to treat a lady." Scream snarled, now mastering the capability of speech. Scream punches Venom in the head, throwing him through the wall this time. Venom groans, looking up. Scream leaps at him, roaring, her sharp fingers opened up as she jumps. Suddenly Peter grabs her, bouncing across the road, throwing her through a car. Scream snarls, tearing herself free from the wreckage of car. Scream hisses, grabbing a jagged piece of metal from the car, ripping it off, snarling.

"Uh oh..." Peter mumbled, rolling around, dodging the sharp piece of metal. Peter uses his webs as a slingshot, shooting underneath her legs. Peter fires a pair of webs at her legs, pulling her over. Scream barks, slamming her chin against the floor. Peter jumps at her, fist clenched. Scream rolls out of the way, carving her claws into the tarmac. Scream kicks Peter in the chest, snarling. Peter rolls over, standing up beside Venom. "How do we stop her?" Peter asked. Venom's head peels back, revealing Eddie's face.

"No idea." Eddie said.

"Great..." Peter groaned. Scream stands tall in the center of the battle zone. Her hair moving around. She snarls at them. "We take her together?" Peter asked.

"Yeah." Eddie said, his head being swallowed by Venom's head. Venom and Peter sprint at the deranged creature. Scream roars, sprinting at them, swinging her head along, her strands of symbiotic hair slashing them. They all yell in pain, falling to the ground. Peter turns to see a manhole cover, launching his web at it, swinging it around into the side of Scream's head, smashing pieces of symbiote away. She screams in pain, the symbiote slowly begins to peel away on her head. She turns at them slightly, diving into the sewer tunnels, her roars echoing through the sewers as she crawls down them, vanishing. Peter releases his grip on his web. Peter exhales in relief.

"That was fun." Peter scoffed sarcastically. Venom stands up; his head peeling back to Eddie's.

"Now there's that girl." Eddie said, offering his hand to Peter. Peter grabs Eddie's hand; Eddie pulls him up, nodding at him.

"Where the hell did she come from?" Peter wondered, looking down the sewage tunnels.

"I don't know, it may have happened from a strand I gave to Donna Diego. But she knows very well not to touch it; it may have been one of her assistants." Eddie said, sliding the manhole cover over the tunnel.

"In the morning I'll ask Donna." Peter said.

"I knew that someone got taken over, I could feel it." Eddie said.

"Eddie, I need to tell you something." Peter said.

"Shoot." Eddie said, still checking the tunnel for any signs.

"Green Goblin's back." Peter said. Eddie stops and freezes.

"What?" Eddie inquired.

"Norman Osborn, I don't know how. But I think Octavius may have something to do with it. They're up to something." Peter said, sitting down, shaking.

"There's more to this isn't there?" Eddie asked.

"Yeah, we met Cletus on a bank heist we were stopping. He said that my suffering is only just beginning. I think they are going after Gwen again." Peter groaned.

"Well, we won't let them this time will we?" Eddie said.

"No." Peter said.

* * *

In the depths of the sewers, the shadow of Scream is seen, her screams echoing, transforming into Donna's screams of horror. The head in the shadows of Scream peels back into Donna's. Donna collapses from shock. Donna gasps in horror, hyperventilating in the sewage water. Her red hair soaked. She crawls along the floor, the symbiote being the only kind of clothing, but is becoming her skin. She grabs an old, smelly blanket, wrapping her unclothed body with it. She walks through the sewers, weakly. She looks at her symbiotic hand, sharp fingers instead of her firm human hands. "Beautiful..." She exclaimed, limping through the sewers more. She continues to walk through, the sound of a web slinging behind her. She turns; suddenly Carnage appears behind her, pushing her against the wall. His terrifying symbiote face staring into her eyes. His tongue licks her neck, scaring her. He grabs the blanket, seeing the symbiote on her. His head peels back and he steps back, acting nicer to her. A strange thing to come across from Cletus Kasady.

"You have a symbiote like me. So that's what I felt..." Cletus said, seeming to reference the same feeling that Eddie had.

"It was an accident." She whimpered.

"Oh don't be. You have been given an amazing gift! What is your name woman?" Cletus demanded, examining her body with his eyes, walking around her.

"Don...Donna. Donna Diego." She whimpered in fear.

"We've been searching for you actually; you would be a fine addition to our cause." Cletus said.

"Cause?" Donna asked.

"In killing Spiderman." Cletus said. "Come with me." Cletus said, walking through the sewers. Nervously, she follows him, not certain if it is a good thing or a bad thing to follow him. Cletus enters their temporary base that they are packing up, moving their equipment back into Oscorp Tower. "I found her! Well, technically she found _us." _Cletus said. Norman turns around, floating over on his Glider.

"Show me." Norman demanded. Cletus rips the blanket away from her body, revealing her symbiote that has joined her. She screams in fear, trying to cover up her private parts, even though the symbiote censors them in some sort of way. "Good, with two Symbiotes with us. We have the advantage." Norman chuckled.

"What?" Donna asked. Donna looks past Norman, seeing Sandman, picking bullet shells out of his sand arm.

"We are hunting Spiderman down, he has caused a lot of damage to Oscorp, and I intend to repair it. But with Peter Parker's webs back in the game, life is difficult." Norman stated.

"Peter Parker? Gwen's boyfriend?" Donna asked.

"Ah...so you know Gwen Stacy?" Norman snarled.

"Yes, and she is a wonderful girl, she died once by you people, if you think that I will let you kill her again, you've got another thing coming." Donna snarled.

"Kill Gwen Stacy? Oh no miss, you aren't seeing my point here. My friend here Octavius has made an antidote for the venom that flows through the boy. Cure the venom, he loses his super powers, he becomes only Peter Parker. And then we kill him since he cannot fight back. Then we return to business." Norman explained.

"Why? Peter Parker is a good man; Gwen Stacy needs him, because if she is pregnant and I don't see why she won't be, she will need him!" Donna yelled.

"If?" Octavius asked, looking straight at Vulture. Vulture gulps, realising that he said that she was pregnant, even though that they have no idea if she is or not. "You said she was pregnant."

"I saw them after they had sex so I guessed." Vulture said.

"Why?" Octavius snarled.

"I don't know, if she is does it matter?" Vulture asked.

"You are the worst scout." Octavius scoffed.

"She can move on." Norman snarled. Donna scoffs.

"You people are monsters." Donna snarled in disgust.

"Oh no, that boy murdered my son in cold blood. He murdered a dear friend of my son's named Max Dillon, he and one of your other Symbiote friend murdered a friend of my men here as well. Good men do not murder." Norman snarled. "He is as bad as us."

"Look Donna, with him out of the way, Gwen Stacy will be safe anyways won't she?" Cletus said, now making Donna realise that he is correct.

"True." Donna agreed.

"So if you really care about Gwen, you will protect her from Peter Parker won't you?" Cletus lied.

"Yes." Donna said.

"With both our Symbiotes in the game, Peter Parker doesn't stand a chance!" Cletus laughed, his head vanishing into Carnage's face. "Interested?" Carnage snarled. Donna exhales, smirking evilly, her Scream head peeling over her face.

"Yeah. But we leave Gwen out of it." Scream snarled.

"Fair enough." Norman said, floating over to Octavius. "Is it ready?" Norman asked. Octavius holds up a completed antidote.

"Ready..." Octavius chuckled.

...


	6. Even Heroes Fall

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

As the sun falls, the moon rises. The dark sky signals the time to sleep for many life forms. Peter and Gwen sleep in their bed, Peter has his left arm wrapped around her lovingly, their heads resting next to one another. On their balcony, Mysterio appears, climbing up the catwalk silently. She carefully opens up their glass door, tiptoeing towards the sleeping couple. With the needle in his hand, he carefully sinks the needle into Peter's arm, pressing the injector in. The blue fluid becomes injected into his blood stream. The substance flows through, killing the venom substance inside, removing his spider sense. His muscles cease to continue growing from the lack of venom. Mysterio looks at Gwen, silently chuckling. He stands up, walking away; he carefully closes the door, sliding down the catwalk. Peter remains asleep, unaware that he is now defenseless against Oscorp now. Mysterio activates his communication device on his gauntlet. "He's cured; bastard was too fast asleep to know." Mysterio snarled.

"Good, we start our revenge tomorrow." Norman chuckled. Mysterio evilly smirks inside of his helmet.

* * *

The sun rises over the horizon, the orange glow of solar energy filling the sky. Peter's eyes open up, unaware that he is cured of the spider venom, and with the muscles he had last night and his vision still fine, he seems the same. He groans, standing up, blinded by the sunlight. Gwen's eyes open up as well, getting with him. Peter opens his cupboard, taking one of his T-Shirts out, putting it on. Gwen moans as she puts her shirt on as well, not happy about waking up of course. Gwen starts to brush her blonde hair, looking at the TV screen through the reflection. An unbelievably familiar face appears on the screen, _Breaking News, Norman Osborn is back! _Her eyes widen as she turns around. The Goblin suit wearing man hovers above everyone, looking down at them. "For years this city has been lied to about the identity of this man!" Goblin said, holding up a photograph of Peter. Peter's eyes widen. "He has been holding out on you the truth of the identity of the Spiderman! For Peter Parker is a criminal who _is _the Spiderman." Norman snarled, floating on his Glider. Peter turns to Gwen in horror, his eyes widened.

"Oh my god..." Peter whispered, falling back into their chair.

"The people of this city have earned the truth about things in this world have they not? I have here the description of what Peter Parker did to save _one _person." Norman said, holding out a sheet of paper with text on it. "_I would do anything to save the girl I love from death, anything, even if I have to kill anyone who stands in my way. _And does this sound like a man who hunts for peace?" Norman snarled. Gwen looks at Peter in shock.

"Did you write that?" Gwen asked.

"I did but that wasn't me. That was my hunt for revenge haunting me." Peter stuttered.

"We are about to show you where this man lives, and we will show you what we think of your lies Peter Parker." Norman snarled. The film cuts to an image of their apartment, Apache Helicopters launching missiles at them. Gwen turns to their window, seeing a missile shooting straight at them. The missile suddenly explodes, impacting the building. Peter and Gwen are launched back from the explosion. Peter launches a web at Gwen, sticking her to the wall so she doesn't fall. Peter tries to land but he slips down the wall. He hits his hands against the floor.

"No!" Peter yelled. Peter fires a web onto the wall, using the web to climb up the wall. Missiles bombard the building, causing it to become unstable. Concrete crumbling and exploding. The building starts to tip over as missiles bombard it. The helicopters cease to fire as the building starts to tumble. Gwen screams in horror, seeing their sky view tilting down, turning into a view of the roadwork below. Peter looks at the Helicopters. Kingpin sits inside of one of the helicopters. He points at the helicopter.

"Fire." Kingpin ordered, pointing at the building again. Vulture pumps his fist at them, ordering them to launch more missiles at the building. The helicopters unload more missiles at the tower, causing its supports to explode, concrete plummets down the building, crashing down on cars and people below. The building groans as it tilts over more. Gwen screams in terror, holding on tightly. Peter clambers his way up the building, yelling, realising that something is wrong since he cannot climb like he could.

"Gwen! Hold on!" Peter yelled. Peter fires a web at one of the items in their house, missing the first time, from losing his spider sense. He fires again, actually getting it this time, he holds onto it, groaning as he tries to throw it at the helicopter. He launches it into the helicopter's propellers. The propellers explode as the item impacts it. The Helicopter auto rotates, spinning into the building, exploding on contact. The explosion only adds more damage to the building. Peter holds onto the web tightly, looking straight at Gwen. He smiles at her. "Gwen, I need to let go of the web." Peter said.

"No!" Gwen screamed.

"They'll stop firing if they see me fall. I can't let them kill you honey. Just let me fall." Peter begged.

"Never Peter! If you die! I die!" Gwen cried. Peter smiles.

"It's not up to you sweetie." Peter said, smiling. "I love you Gwen." Peter said, smiling. He releases his grip of the web.

"No!" Gwen wailed, watching him fall. The Helicopters stop firing as they watch him plummet down the building towards the rubble. Tears flow out of Gwen's eyes as she sees him disappear. Kingpin smirks as he watches Peter fall down the tower. Peter launches a pair of webs at the building, slowing his descent slightly. Peter vanishes into the rubble in the road below. Vulture watches him vanish as well. They see Norman soar over, hovering over the pile of rubble. He steps off of the rubble, looking at the pile. Nothing tries to climb out. Norman smirks, waving his hand around at the helicopters, gesturing the signal _return to base. _Gwen's cries echo from the tower. The Building starts to tumble more. Gwen screams in horror as the building breaks in two, falling down towards the street. She closes her eyes, waiting for what she felt when she was in the clock tower. The building crashes down in the street, dust and rubble blast everywhere. Gwen opens her eyes, seeing a jagged piece of support nearly piercing her, but the web that Peter stuck her two is what kept her from landing on it. She slides around the sharp metal, searching through the rubble for Peter. "Peter!" She wailed, searching for him, cut and bruised with dust covering her face. She grabs lump after lump of concrete, finding Peter's head, buried under rubble. She gasps, pulling him out. She wipes the dust out of his face. She shakes him, but he doesn't awaken. "Peter?" She whimpered, trying to wake him up. She checks his pulse. She feels a pulse...but it's weak. Trying to find a way out, she looks around, finding that there's nowhere out. Peter coughs, opening his eyes to see Gwen beside him. He strokes her beautiful face, cut and bruised from the destruction.

"I'm so sorry." Peter groaned.

"Don't be honey, this isn't your fault." Gwen said.

"No, if I didn't get bitten, I wouldn't have made Connors become the Lizard, and Harry, Electro, Rhino. All of them wouldn't exist. This wouldn't have happened." Peter groaned.

"Hey, don't even think about giving up on me." Gwen demanded. "There's no Stacy without Parker." Gwen said, stroking his cheek.

"Just leave me Gwen, let them believe I'm dead, move on with someone else, live a happy life without worrying every day." Peter begged.

"I don't think so. You are everything to me Peter. And if this is where you die, then it's where I die." Gwen said, holding him close.

"I'm telling you Gwen, leave me here." Peter ordered.

"No can do." Gwen replied, staying by his side to the end.

"Please." Peter begged.

"No! If you think you can come into someone's life, make them care and then leave...and that they will just move on like that Peter, you've got another thing coming." Gwen said. Peter closes his eyes, accepting his fate. "I'm not going anywhere." Gwen said, kissing him. The two lay down in the rubble.

"How much oxygen we have left?" Peter asked.

"Not much, let's use it wisely." Gwen said, closing her eyes with Peter.

...


	7. Oscorp has Returned

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Peter holds Gwen's hand, breathing in the last remaining oxygen. Peter looks at Gwen, smiling. Gwen smiles back. "You know what? I had a pregnancy test yesterday; I did it earlier to check. It was positive." Gwen sniffed, smiling. Peter closes his eyes in grief, rubbing her body.

"I'm so sorry." Peter apologised. "I did this; we'll never see our child's birth. We'll never sing happy birthday." Peter groaned, pressing his head against Gwen's head, kissing her.

"This isn't you honey, this is Norman. Nobody else." Gwen said. "It's been the best life I could ever ask for Peter." Gwen said, stroking his cheek, sharing an affectionate kiss with him. "Let's just go to sleep?" Gwen asked, smiling. They hug one another tightly, their bodies becoming weak from lack of oxygen. As they accept their fate, the sound of rubble being thrown aside and grunting arrives from outside.

"In here!" Peter wheezed, unable to scream. Light appears as the rock gets removed. The chunks of concrete are thrown aside. A man pushes the large lump of concrete aside, revealing himself to be Carlyle. Felicia, Curt, Frank, Eddie and Prowler behind him, taking the rubble away. Peter and Gwen weakly look at them.

"You were right..." Carlyle said. "They are back." Peter and Gwen cough from the dust in their lungs.

* * *

Peter's eyes open up; he turns over, seeing Gwen beside him. Both hooked up to machines. Gwen's eyes open up as well. He holds her hand lovingly. Curt enters, seeing the two are awake. "Hello you two." Curt said, sitting down in front of them.

"Hey." Peter said in raspy breath.

"The world knows now Peter." Curt said.

"Yeah, I kinda got the memo as they brought our home down." Peter coughed.

"Peter..." Gwen said, calming him down.

"And he's made you out to be a monster." Curt said.

"I bet Jonah's happy about that." Peter chuckled sarcastically. "I was weak up there; I was only able to use my webs. My Spider Sense was gone; I couldn't stick to the floor. I was weak." Peter groaned.

"Peter...I don't know how but Oscorp has made some sort of antidote. They have cured you of the venom. In other words, the only thing you have now is your current muscle strength, eyesight and those web shooters." Curt explained.

"When could they have cured me?" Peter asked.

"Last night? When you and Gwen were fast asleep?" Curt wondered. Peter leans his head back in disbelief. "I do know how to get your powers back Peter...but it's a suicide mission." Curt stated.

"What's your plan?" Peter groaned.

"We need to get back into Oscorp Tower. Octavius has recreated those Spiders that your father made. And he has somehow made it so he can make his own personal Spidermen and Spiderwomen. If we can get in there, have you bitten by one of the spiders, and get your powers back, you'll be back in action. But you will need to teach your body again to remember how to use your Spider Sense." Curt explained.

"Let's do it then. I will need to rely on you guys though." Peter said.

"Good, because we have unfinished business with Oscorp." Frank said, walking in, cigarette in his mouth. Carlyle, Felicia, Prowler and Eddie enter with them.

"They're not all bad people." Gwen said.

"Then that's a shame." Carlyle said.

"Why?" Gwen asked.

"Because we're gonna kill everyone who did this." Carlyle snarled.

"Too fucking right mate." Punisher snarled, throwing his knife onto the table, the blade slamming into the table.

"Just let me talk to one of them in there to get them out please?" Gwen asked.

"When you're ready, sure." Frank said.

* * *

After a few days of recovery and preparing, Gwen walks towards the Oscorp tower. Everything is different. Guards everywhere. Droids walking around. It's as if the previous version of Oscorp was never taken down in the first place. An Oscorp Droid walks up to her, raising its hand at her. "Halt. We must begin a weapons check." The Oscorp Droid demanded, patting her down for any weapons. It pulls a penknife out of her jacket. "Where you planning on using this?" The Droid interrogated.

"No, I carry that around for self defense; it's not safe being a girl around here you know." Gwen said. The Droid hands her penknife back to her.

"You may pass." The Droid said, stepping aside. Gwen walks past the droid, towards the room where Donna works. She looks around, it's empty. She looks around, pictures of symbiotes everywhere, data files everywhere. Gwen moves a couple of files out of the way, looking at the information relating to her work.

"It's not nice to snoop." Donna snarled, stood behind her. Donna is wearing a lab coat to hide her identity as Scream. Gwen quickly turns around, to see the sleep deprived Donna Diego behind her."I gave everybody the week off." Donna stated. Gwen looks around, seeing that this lab which usually has four other scientists only consists of them two. "I saw what happened on the news. I hope you weren't inside." Donna said.

"I wasn't, but my boyfriend got severely hurt from it, we don't think he'll make it." Gwen lied, just in case if Oscorp is listening.

"I'm so sorry." Donna said.

"I think you should take time off tomorrow Donna, you look exhausted!" Gwen said, looking at her eyes.

"I can't, I've made breakthroughs in the Symbiote!" Donna laughed, trying to hide the fact that she has been contaminated by the symbiote.

"Like?" Gwen asked.

"Well I haven't double checked yet Miss Stacy, but it appears to be working. Did you know, there has been a new species in New York? Much smaller than Venom, but far more beautiful than Carnage." Donna stated, describing her own alter ego.

"Have you seen it?" Gwen asked.

"Only amateur photographs by kids. But I have heard it is very aggressive...if threatened." Donna explained. Gwen looks at Donna's neck, seeing a couple of strands of Symbiote climbing up. Her eyes widen in disbelief but she hides it. Donna hands Gwen a file on the information. "Why don't you go over it?" Donna asked politely. "See what you find out?" Gwen looks at her hand, only seeing her glove which isn't covered by a glove of clothing. The black, yellow and red symbiote on her arm. Gwen takes the files. As Gwen takes it, Donna sees the bruises and cuts from the building attack. Dust on her arm still. Donna looks shocked, realising these actions are harming Gwen. And that if Gwen is alive and well, so is Peter Parker. Donna abruptly walks away, grabbing her jacket off of the table. "Don't you worry Miss Stacy...I'll be back." Donna said, opening the door, looking at Gwen. "Wonderful things are coming my dear. Wonderful things!" Donna exclaimed. Gwen hears the sound of a recording repeating itself. She peers over the table to see CCTV footage of when the symbiote took Donna over. He screams transform into the villainous roar of Scream.

"Oh my god..." Gwen whispered to herself.

* * *

Donna paces through Oscorp, looking at her wrist, realising that Gwen would have noticed the symbiote. She growls angrily. She pushes a pair of glass doors open, walking into an office. Kingpin leans back in his chair, smoking a chubby cigar, puffing smoke out. "Oh hello Donna, what can I do for you?" Kingpin asked, swinging round in his chair.

"Peter Parker is still alive." Donna confessed.

"What?" Kingpin questioned.

"Gwen Stacy just came over to me, talking. She told me she wasn't in the building but I saw cuts, bruises and dust all over her arm." Donna confessed.

"And how can that mean that Peter Parker is still alive?" Kingpin asked.

"Because she seemed far too calm. If he died she would have been in tears, but there was nothing, just the average girl that I know." Donna stated. Kingpin deeply exhales, crushing his cigar and throwing it in the bin. He stands up, massive compared to her. He grabs his Cane and storms out. He looks around, seeing Gwen walking out.

"Hey!" Kingpin barked. Gwen turns at the shout. Kingpin aims his Cane Gun at her, firing a bullet at her. Gwen screams as the bullet narrowly misses her. She flees, sprinting out of the tower. "After her!" Kingpin instructed the Droids. The Droids nod, sprinting after the girl. Donna grabs Kingpin's gun, pushing it down.

"You said you wouldn't hurt her!" Donna shouted.

"Things have changed Donna." Kingpin snarled. "You can either work with us and live, or work for them and die." Kingpin blackmailed. Donna sighs. "Kraven, if the droids don't kill her, you finish her off." Kingpin ordered.

"Understood." Kraven snarled. The Droids sprint outside after Gwen. Gwen screams in fear seeing the two Black and Gold Security droids pursuing her. One of the Droids tackles her, pushing her head against the pavement. She yells in frustration. Suddenly a black web wraps around the Droid's head, pulling back and ripping the head off of its shoulders. Venom sticks on the wall of the tower, swinging the head of the droid at the other, smashing its head off. The two droids collapse from lack of power. Venom slams down in front of Gwen.

"Go!" Venom ordered. Venom stares at the entrance to see Cletus and Donna stepping out. Donna pulls her lab robes off, her symbiote taking over. Her head vanishes as the Scream head peels over. Scream roars at him. Cletus smirks at Venom.

"Hello again Venom." Cletus snarled.

"I will rip you apart." Venom snarled, slashing the floor. Cletus transforms into Carnage, leaping at him. Scream jumps onto his arm, slashing at the jet black symbiote over and over again. Venom roars, throwing Scream off of his arm, stamping at her. Venom fires a pair of symbiotic webs at Carnage as he jumps at her, throwing him into a car. Carnage smashes straight through a car, groaning as he steps out of what remains of the car. Scream leaps at Venom, swinging her hair at him. The hair lashes at him and cracks like a whip. Venom roars as the whip hair strands impact him. Venom roars out in anger, being knocked onto the ground. Venom staggers to his feet, looking over his shoulder. Carnage sprints at him, kicking him in the back. Venom bounces across the car park, smashing into a dumpster. Carnage presses his hand against Venom's throat, staring into his eyes.

"You are weak Venom; I wish you could give me more of a challenge!" Carnage taunted. Venom smashes his head against Carnage's head, kicking him in the chest. Carnage staggers back, swinging his fist at Venom. Venom smashes his fist against Carnage's fist. Carnage's wrist snaps, his fist smashed in. Carnage growls in pain, his damaged hand being repaired very quickly. Carnage smashes his fist up Venom's chin, punching him across the cheek with a lot of force, snapping a tooth. Venom coughs out his tooth, already forging a new one. Venom swings round, roundhouse kicking Carnage in the head. Carnage staggers back, growling in frustration. Scream suddenly lunges at Venom, whipping him with her arms. Venom snarls, grabbing her by the hair, throwing her against a concrete wall. Scream smashes through the wall. Launching webs at the boulders of concrete at him, the concrete explodes on Venom as they impact his massive body. Sharp shards of concrete are swallowed by the symbiote like water absorbed by a sponge. Scream continues to throw concrete boulders at Venom over and over again. Venom forms a large net of black webs, blocking him from the boulders. He turns to his left, meeting the fist of Carnage impacting his face. Venom bounces on the ground. Carnage grabs Venom, smashing him against the ground, kicking him in the chest. Venom flies through his net and at Scream. Scream sends her fist straight at Venom. Venom slides along the ground, groaning. Scream turns and looks at the beaten up Venom on the ground.

* * *

Gwen flees from the battle; she looks behind her, nothing pursuing her. As she turns, she suddenly sees Kraven before her. She screams, falling onto the floor. Kraven chuckles evilly. He unsheathes his machetes, swinging them at her. She screams, rolling out of the way. Not knowing how to fight against him, and definitely not strong enough to stop those machetes without slicing her hands off. She reaches for her penknife in her jacket pocket. Kraven grabs her by the throat. Staring into her eyes with his menacing eyes. "My eyes will be the last thing your pretty face will ever see." Kraven snarled, raising his machete up. Gwen scowls at him. She suddenly pushes the blade of her knife directly into Kraven's neck. Kraven splutters in agony, staggering back, dropping her. He grabs his bleeding jugular in pain, crimson blood spraying out, covering his hands. Gwen grabs his machete, looking up at the madman, driving it through his chest, pushing the blade in with both hands, slamming him onto the ground. He coughs in pain, his head falling back, his hand dropping. He lays on the ground, dead.

"I'm no defenseless girl." Gwen snarled. Kraven lies on the ground, deceased. Her eyes widen and she falls back in shock, realising what she's just done. She's just murdered a man, insane or not. Trying to kill her or not. She just killed someone. "Oh my god." She whimpered, falling back onto the ground, crawling away. She cries in horror from what Kraven drove her to do.

* * *

Venom grabs Carnage by the head, throwing him the air. He launches up to him, using his webs as a slingshot, punching Carnage as he starts to fall down. Carnage roars, slamming into a fuel truck. The fuel tank explodes dramatically in a cloud of fire and smoke. Venom crashes down, kicking Scream in the head, throwing her through the window of Oscorp, walking away. He runs through the park, discovering the traumatized Gwen Stacy, by the dead corpse of Kraven on the ground. His Venom head peels away, Eddie looking at her, blood on her hands from slamming the knife into his jugular. "Gwen?" Eddie asked, walking over to her.

"I...I...killed...him." She stuttered. Eddie chuckles in amazement.

"Well done." Eddie chuckled, a smile on his face, not realising that she isn't like them. She sees that everyone deserves a second chance, and she doesn't like murdering people. "Sorry. But you really have just helped us out here. You okay?" Eddie asked.

"I don't know. There was so much blood." Gwen whimpered. Eddie turns back to the corpse of Kraven.

"It's alright, come on, let's get back to Grand Central Station." Eddie said, helping her up. She takes one last glimpse at the dead body of Kraven.

...


	8. Planning the Infiltration

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Norman Osborn looks over his city from the roof, stood on his glider. Behind him, Kingpin walks in, along with Carnage and Scream. The two symbiote creature's head peel back into their human faces. "Norman Osborn, Kraven is dead." Kingpin announced. Norman turns round, facing them.

"How?" He asked, frustration easily noticed in his voice.

"Gwen Stacy killed him, drove his own machete into his chest." Kingpin explained.

"He can easily be replaced." Norman scoffed.

"But, shouldn't we revive him?" Kingpin asked.

"If he can be simply killed by a girl with his own weapon then we are not hiring the correct people are we?" Norman snarled.

"That's not all sir, we believe that Peter Parker is still alive." Kingpin said. Norman sharply turns to them.

"What did you say?" Norman barked, enraged, his eyes glow bright red. Threatening Kingpin.

"We think that Peter Parker is still alive." Kingpin repeated.

"Impossible, he has been cured; nothing could have survived that fall." Norman snarled.

"Well if he did die Gwen Stacy would have been in tears wouldn't she?" Kingpin said. "I didn't see a single tear." Norman looks around, realising that what they said is true.

"Find him. Bring him to me." Norman ordered.

"We don't know where he's hiding." Kingpin said.

"Then, find it." Norman commanded, in a very bitter voice. Kingpin nods, walking away. Norman turns back to his city. "Where are you Parker? Why can't you just die?" Norman hissed.

* * *

Peter looks at the information that Frank scatters out on one of the tables. "Okay, so Oscorp has set up cameras practically everywhere now." Frank explained. Peter looks at the information, pulling out one, the same symbols that he saw on his father's bag for Cross Species Genetics on it.

"That's Cross Species Genetics isn't it?" Peter asked, pointing at the symbols. Curt and Carlyle walk over to the table.

"Indeed. Why?" Frank asked.

"He made the same spiders that made me Spiderman with that place and its research. We could start there to try and find Octavius' spiders." Peter said.

"It's a viable plan." Curt said.

"Yeah but how do we get in there? It's gonna be crawling with guys in there." Carlyle explained. Frank walks back and forth, looking at the blueprints of the tower.

"Felicia could try and take out the power so we could get in. It's the same thing that we did to get you out of Cryosleep." Frank explained to Peter.

"So you cut out the power and we get inside before their personnel get it back online?" Peter asked.

"Precisely." Frank stated.

"So where do I come in?" Carlyle asked.

"With your computer, you will be linked to a 3-D schematic of the tower of which you can tell us exactly where to go, Prowler is currently mapping it with the drones we stole from Oscorp, and you can see us on your schematics." Frank explained.

"Right." Carlyle agreed. Eddie walks inside with Gwen; the traumatized Gwen Stacy sits down on one of the chairs, shaking. Peter runs up to her, limping on his smashed left leg with the cast on, looking at the blood covering her hands and smudged on her face. Her hands shake uncontrollably. Peter strokes her cheek.

"Gwen? What happened?" Peter asked Eddie.

"It was all setup; they knew we would show up. We were ganged on by Kingpin, Carnage and Scream." Eddie explained. "And Gwen was attacked by Kraven, but she killed him." Eddie said. Peter turns to Gwen, smiling in amazement.

"You killed Kraven! That's my girl!" Peter laughed, smiling.

"I didn't want to kill him Peter..." Gwen said.

"I know, I know. But he mustn't have given you any choice must had he?" Peter asked.

"Not only that, Donna Diego _is _Scream. I went to talk to her and I saw that Symbiote thing on her." Gwen explained.

"Crap." Peter groaned, leaning back. He exclaims slightly as his smashed leg hits the table.

"So now they have her? Imagine what they can do with the symbiote now." Carlyle said.

"Not only that, but she has appeared to have befriended Cletus Kasady." Eddie stated.

"She has an odd taste in men." Frank said.

"My thoughts exactly." Peter sighed. He looks at Gwen, smiling. "You okay." Peter asked. She nods at him, smiling back. The two share a kiss and Peter pushes himself back up, limping back over to the table, pushing his hands against the table. "So we get in...But how are we gonna get through? Even if we do get to Cross Species Genetics, Octavius will most likely be there." Peter stated.

"He has a point." Carlyle said.

"Well, that's where we may have to fight him if he is in there. And if he isn't, we take the spider and we get out." Frank said.

"So dash in, dash out?" Peter asked.

"Pretty much." Frank said.

"Sounds good." Carlyle said.

"Okay, I'll get myself ready, Carlyle, get your computer linked to the tower and tell us what to do." Peter said, walking over to Gwen. "And you honey, stay here." Peter said, lifting her head up by the chin with his finger, smiling. The two share an affectionate kiss.

"Be careful." Gwen ordered.

"I will do anything for my girl." Peter said, smiling.

"Alright, let's get this party started!" Carlyle said, clapping his hands together. Peter walks over to his rucksack, picking it up.

"Showtime." Peter said.

...


	9. Infiltrating Oscorp Tower

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Gwen washes her hands in a sink, shaking still; she looks up, seeing blood on her hands still. She shakes her head in shock, still seeing the blood. She continues to see the blood, even though her hands are clean. She scrubs her hands together violently, trying to wash the blood away. She looks up at the mirror again, seeing a ghostly apparition of Kraven behind her with the penknife driven into his jugular. Pushed so far in that the hilt is nearly impossible to notice. Blood covers his neck as he stares at her. She creams in fear, closing her eyes. Peter turns, hearing her screams. He runs into the bathroom to her, looking around, seeing that she is safe. "What's wrong?" Peter asked.

"It won't wash off!" Gwen cried, rubbing her hands together, as if she is replaying a moment from Macbeth. Peter looks at her hands, seeing that they are clean, squeaky clean.

"Gwen? Your hands are clean." Peter said.

"Then why do I see blood on my hands then?" She whimpered, mortified from murdering Kraven still. Peter limps over to her, stroking her beautiful face.

"It's okay, I know you honey. This is the first time that you've killed a man. I went through the same thing, it was guilt. But this man was a psychopath. And he was going to kill you, it wasn't your fault, it was his for picking on my girl." Peter said, smiling. Gwen exhales deeply, looking at her hands, seeing that Peter's words are true and they are clean. Gwen wraps her arms around Peter, sniffing as she recovers from her horrors. Peter holds her, kissing her cheek lovingly. Peter looks into her eyes. "Okay?" Peter asked. Gwen rubs her tears away from her eyes with her sleeve.

"Yeah." She sniffled. Gwen walks past Carlyle. Carlyle presses himself against the wall slightly to let her pass.

"First kill?" Carlyle asked.

"Yeah." Peter said. "So when do we storm?"

"When the sun falls." Carlyle stated.

* * *

Felicia rests her head against a pillow on a sofa, her green eyes shut. Her platinum blonde hair covering half of her pretty face. In her hand is a photograph of her and Flash holding one another affectionately. Frank walks over to her, smiling, grabbing the bed sheets that are barely covering her up, and pulling them up to her shoulders. Giving her warmth. Frank gently strokes her platinum blonde hair, walking aside, her eyes slightly open up, seeing Frank walking away. She holds up the picture of her and Flash, her teary eyes close, tears push out from in between her eye lids, she sobs in grief from the loss of the man she loved. Prowler walks up to Frank, who has a collection of weapons set out. A massive sniper rifle that has been disassembled, the enormous fifty calibre bullets have been spread out on the table. Along with a large Grenade Launcher with rotating chambers, the large grenades piled up beside it along with smoke grenades. "What've we got?" Prowler asked, pressing his hands against the table.

"Well, we have this sniper rifle that we can mount up on one of the buildings around Oscorp Tower to give us sniper cover, this grenade launcher if shit gets dicey. And one we have already gotten ready on our helicopter, a mini-gun with a lot of ammo. We shout only use that if we really need to." Frank explained. "Ten rifles and ten mags for each, filled up, ten handguns, five shotguns and one RPG with four rockets." Frank explained.

"That should do the trick." Prowler agreed. Frank nods, slamming his hand against the table, pumped for this mission. Felicia stands up, walking over to the group, hiding her picture away.

"When do we go?" Felicia asked.

"Nightfall, they won't be expecting us then." Frank explained. Prowler cracks his fingers.

"Magic Hour..." Prowler said, chuckling. Peter walks in, kneeling down to Gwen, checking up on her. Gwen nods at him their discussion being impossible to understand from where the group is.

"Hey, my beautiful girl...I need you to stay here. I beg you. Stay with Carlyle." Peter begged, stroking her cheek with his hand. With a metal brace on his leg to help him run better.

"But what if you don't come back?" Gwen sniffled.

"Hey...if I can see the girl I love again, I will. That's a promise." Peter said, smiling, kissing her on her forehead. "I love you." Peter said, pushing his hands against his knees, pushing himself upright. Gwen runs over to Peter, wrapping her arms around his shoulders, laying a very affectionate kiss on his lips, stroking his cheek, her blue eyes closed as she kisses him passionately. Curt and the group look at the kissing couple. Curt chuckles slightly, happy for them. She looks into Peter's brown eyes after they kiss, holding his cheek, tears running from her eyes.

"You better come back to me." Gwen demanded. Peter chuckles.

"Of Course I will! I'm Spiderman!" Peter laughed.

"Well not at this precise moment." Eddie chuckled, killing the moment. Peter turns to Eddie.

"What a way to kill a moment Eddie." Peter said sarcastically. Eddie chuckles, turning back to the group.

* * *

On the rooftop of the Oscorp tower...the sun sets behind the ocean of skyscrapers. The beautiful golden glow shining brightly. Norman looks over the city, his green eyes glowing fiercely. Behind him, Octavius stomps up behind him, looking directly at the Goblin. "Project Black Widow is ready." Octavius stated.

"Good, we will need them to help finish off the remains of that pathetic Resistance." Norman snarled.

"Aleksei also wants his suit back." Octavius explained.

"Yeah! I do!" Aleksei barked, storming through the doors. Silver textured metal plating covering most of his body. A metal arm up to his shoulder, a metal elbow and hand on his other. Metal plates on his skull in different areas. His left eye being cybernetic, both legs being cybernetic and areas in his torso being replaced with cybernetic organs. Norman slowly turns around, staring straight at Aleksei.

"This is the Rhino?" Norman scoffed.

"You have a problem with that punk?" Rhino snarled. "Now where's my suit?" He questioned. Norman chuckles, snapping his fingers. The roof opens up, the massive Rhino suit stood inside. Massive Browning Machine Guns on their wrists. The sharp rhino horn on the top of the suit, glistening in the setting sunlight. Aleksei laughs evilly. He walks towards the suit, climbing up into it. The suit neurologically injects a needle into his spinal cord. Aleksei grunts as the suit connects itself to him. He raises his hands, the suit's hands rise up, moving each individual finger. He slams his fist against his hand. The cabin closes up, protecting his face. "It's good to be back." Rhino snarled, walking towards the edge of the tower, jumping off. The huge suit crashes down, its powerful legs support it, preventing its legs from breaking from the impact. He stands tall, looking around. Back on the roof, Norman turns back to Octavius.

"Interesting guy..." Norman snarled.

"He may be disrespectful, but put him in a battlefield, and he will be a very valuable asset. The only reason he failed last time is because he was tricked by ten tanks that brought a radio spire on the suit, then they unloaded on him. Still don't understand how he survived." Octavius stated. "Anyways, my subjects have arrived." Octavius said. The doors open up, a group of jet black suit wearing men and women step out of the darkness like ghouls.

"They'll do." Norman said, smirking.

* * *

The night finally falls. The pale moon rises into the sky. Peter runs against the wall, pressing his hands against the wall. Peter peers around the wall, seeing a guard stood at the entrance, rifle in hand, looking around. Peter whistles to the soldier. The soldier turns at the sound of this whistle, through curiosity, he decides to approach the source of this mysterious whistle. Peter scoots round the wall, Frank takes his place. As the soldier looks round, Punisher smashes his combat knife directly into the soldier's throat. He pushes the knife further in, so far in the hilt is nearly in his blood smothered throat. The blade pushes out of the back of his neck, blood seeping out. Punisher twists the knife blade in his throat, grabbing the soldier's mouth, pressing his hand against his mouth. Punisher saws the blade through the throat, ripping it out violently. Blood sprays out of his throat. Punisher throws the soldier on the ground. The soldier's blood fills the puddles of water on the rainy ground. Prowler grabs the soldier's legs, pulling him into the darkness of the building. "You'd think they'd have the soldiers guarding the doors, from the inside by now wouldn't you?" Frank whispered.

"Let's not jinx it..." Peter whispered. Prowler places his fingers on his communication device.

"Mantis Control? This is Viper team. Carlyle do you see us?" Prowler whispered.

Back at Grand Central Station, Gwen and Carlyle look at the 3-D image of the tower, live. "We see you Viper Team. Monitor Squad are you in position?" Carlyle asked. On the top of the building, Eddie and Felicia can be seen on the wall.

"We read you." Felicia responded. "We're ready for your signal Viper Team."

"Peter, be careful." Gwen begged.

"I will Gwen. I promise." Peter responded.

"Come on guys! Let's play ball!" Carlyle said, clapping his hands together.

* * *

Prowler sneaks through the walls of rain, the droplets smashing against his suit. He pokes his sharp fingered gloves into the lock. He carefully turns the first set of locks in the doors with his claws. Using his lock picking skills to help him. Punisher looks around, a suppressed MP5K in his hands. Peter looks around, breathing quietly, cold air escaping from his dry lips as he breathes. Curt leans against the wall, his code pad in his hands. "How long will it take to pick that lock?" Frank asked, his eyes darting all over the place.

"This is a tough lock, may take a couple of minutes." Prowler explained. Peter shuffles over to Curt.

"So you can get me into Cross Species Genetics?" Peter asked.

"I can Peter, but Octavius is bound to be in there. You will need to leave the fighting to us until the spider bites you." Curt explained.

"Yeah...how do I get the spider to bite me again?" Peter asked. Curt looks at him, completely blank of ideas.

"Improvise, annoy it." Curt guessed.

"Great..." Peter exclaimed, shrugging his shoulders from lack of leads. The lock clicks, causing Prowler to turn and look at them.

"Got it!" Prowler whispered, opening the doors slowly, the group carefully walk inside. Punisher looks up, stopping all of them, a camera above them. Surveying the bottom floor. He fires his suppressed MP5K, shattering it. The camera crashes onto the floor, sparking with bullet wounds in it. Curt looks up at a distant white strobing light, as they look at it, the platinum blonde hair of Felicia. Curt waves his hand at her, and she waves back.

"This is Viper Team. We have a visual on Monitor squad." Frank reported.

"Monitor Squad is moving in to security systems." Felicia reported back.

"Good hunting." Frank said. Felicia jogs across the multiple hallways of the tower, Eddie running with her. He checks each individual room for the security room. Suddenly a woman walks around the corner. She stares at them, a ringing sound flowing through her ears. The brown eyed, brown haired woman stares straight at them. The spider sense flowing through her. She smirks at them.

"Breaking and entering is against the law." The woman hissed. Wearing a jet black version of Peter's suit, she sprints straight at them. Felicia sprints directly towards the mutated woman. The woman swings her fist at Felicia. The Black Cat slides underneath the fist, grabbing her arm and throwing her over her shoulder. The woman grunts, kicking Felicia in the chest, launching webs from her Oscorp Web Shooters, throwing her against the wall. Eddie's head vanishes as Venom's head peels over. Venom swings his massive claws at her, severing a chunk of her brown hair from her head. The woman growls, looking at her hair on the floor. The woman fires her webs at Venom's face, jumping over him, pulling down. The enormous Venom crashes against the floor, snarling. She turns to suddenly be slashed across the face by a feline clawed glove. Her skin his sliced, red blood seeps out from the torn skin. She snarls, her slice marks slowly healing already. Felicia smashes her fist against the woman's face, kicking her in the chest. Venom stands up, grabbing the woman by the shoulders and throwing her through a wall violently. She vanishes into the dust filled wall. Venom growls, looking inside of the building. The woman jumps out, hissing like a snake at them. Black Cat grabs a fire extinguisher, throwing it at the woman. The extinguisher smashes against the woman's face, exploding. White, freezing cold carbon dioxide fills the room. The dazed Black Widow Mercenary stares at them, suddenly getting kicked in the chest by Venom. The woman smashes through the wall, plummeting down the tower, slamming down and being impaled on a statue with a sharp tip on the sword of a man on a horse. Blood drools down the stone sword. Peter and Frank look at the impaled Mercenary.

"What the hell?" Peter wondered.

"What the hell was that?" Frank demanded, calling Felicia.

"I don't know, that woman attached us, she had those same powers as Peter." Felicia explained.

"Black Widow Mercenaries. I've met them before, when Peter's father was around, they tested the spiders on people, and those that survived the procedures were usually mercenaries. Very dangerous people." Curt explained.

"What the hell's Octavius up to?" Prowler wondered, looking around the area, his eyes checking everything. The team runs up the stairs. Peter turns round a corner, running forward. As he runs, the doors shut behind him, locking behind him. Peter turns. "Peter! The door's locked!" Prowler exclaimed.

"Keep going! I'll find another way round." Peter said.

"Good luck." Punisher said, the sound of their feet turning quieter appears as they move away. Peter turns at the sound of a distant voice calling his name. He sees a man with grey hair and glasses walking round the hall. Ever so curiously, Peter pursues the man.

"Hello?" Peter called, following the man. As he walks through the halls, the man vanishes, like a ghost. As he paces through the halls, he finds an odd console with a handprint like shape on it. He walks towards it, pressing his hand onto it. He looks around, the console glows as he touches it. "What did that do?" Peter wondered, he looks around, turning around. Stood behind him is somebody Peter did not expect. The man with grey hair and glasses is Richard Parker. "Dad?" Peter exclaimed, staggering back.

"Hello my son. You're DNA has brought me here to you." Richard explained.

"But how?" Peter asked.

"That device is a Guardian Angel Module, made many years ago to help those who are lost to be guided by someone in their life. For you, it's me." Richard explained. "I am sorry about what has been happening in your life my son. I never meant for this to happen. You never should have found that Spider. I wanted you to have a good life, to have a peaceful life with the girl that you adore." Richard stated.

"Gwen..." Peter said.

"Yes. I wish I could have met Gwen, but I guess things don't entirely go that way do they?" Richard chuckled.

"I have so many questions." Peter said. "Where did you go?" Peter asked.

"Your mother and I left on a jet across the world to get somewhere safe. The last time you ever saw me; Oscorp broke in and tried to get my research on Cross Species Genetics. I tried to stop Norman Osborn from committing crimes with my research, weapons. Of which he has now succeeded with Octavius' help." Richard explained. "I never wanted that spider to bite you. But it has, and now you have to finish my work. I never wanted you to, but you're the only one that can." Richard explained.

"How?" Peter asked.

"You need to stop Norman Osborn. By any means necessary. I am sorry. What happened to Gwen." Richard apologised.

"Don't be, if it wasn't for your recording, I wouldn't have been able to activate the Reviver." Peter explained.

"I'm gonna unlock the doors, get to your friends and finish what I've started." Richard said. Richard smiles kindly. "I'm so proud of you son." Richard said. Peter smiles.

"Thank you Dad." Peter said, his father's hologram dissipates in a bright flash and the doors behind Peter unlock, opening up.

* * *

Peter runs through the hallways, literally bumping into Frank as they run through. "Whoa! Friendly!" Peter called out, stopping Frank from accidently shooting him.

"You found a way out?" Frank assumed.

"Well how else can I be here Frank?" Peter asked.

"Good point." Frank agreed. The group continue on their journey. Peter stops them all, peering round. Walking through the halls of the labs is Flint Marko. His boots stomping every step. Marko stops, looking across the hallway. Knowing that someone is there.

"Who's there?" Flint called. Peter shushes them. Flint's hand inflates into a compact sand fist. He walks towards the corner, turning round it, seeing nothing. He turns, meeting fist of Frank. Flint grunts, staggering back. Sand smashes away from his cheek from the impact of the fist. He snarls, sand forming on his face, regenerating his wound. He swings his fist round, a rock hard enlarged version of his fist smashes against Frank, throwing him though the wall. Frank grunts in pain, coughing. "You should have stayed put at Grand Central Station." Flint snarled. Peter stares at Flint, realising that they know where they are.

"What?" Peter inquired, staring at Marko.

"We never stopped watching you. You never even found those cameras Harry had set up did you? If I were you, I'd get back there right now if you want little Blondie safe, I'd get her out of there." Flint snarled. Peter pieces what Flint just said together, realising that they are coming for Carlyle and Gwen. Suddenly darts shoot into his and his colleague's necks. They gasp from the sharp and quick pinch like pain. They all collapse from the drug that is pumped into their bodies. Peter collapses, coughing violently as his one is different to everyone else's, and he coughs out blood. He turns, suddenly meeting the boot of Norman Osborn smashing against his face.

* * *

Unaware that Oscorp is coming for them, Gwen walks over to Carlyle. "Carlyle? Do you have a hospital in this building with Pregnancy Testers?" Gwen asked. Carlyle turns at the odd request, then realising.

"Sure, there." Carlyle said, pointing at the nearest med bay, a red cross on top of the tents. Gwen smiles.

"Thank you." Gwen said, walking away. Gwen walks through the station towards the med bay. Searching through the containers of medical supplies, she discovers one of the Pregnancy Tests, taking it. Carefully, she urinates on the test to find out if she actually is pregnant, to be certain this time. She looks at the test, the black addition like cross on the test. She smiles in amazement, now certain that she and Peter can have a child. She cries in happiness, wiping happy tears away. She turns to walk out, suddenly the massive hand of Kingpin grabs her by the throat, slamming her against the wall, laughing.

"Boss is gonna give me one hell of a pay rise!" Kingpin laughed, turning round. Gwen struggles, grabbing Kingpin's huge hand tightly, trying to free herself. Gwen looks past Kingpin to see Mysterio throwing Carlyle onto the ground. Scream walks towards Gwen, the terrifying face peels back, revealing Donna's face, her curly red hair bouncing as she walks towards them.

"Hello Gwen my dear." Donna said, as if all past thoughts of Gwen have been erased by Carnage and Green Goblin's words.

"Donna? What are you doing? Why are you doing this?" Gwen strained. Mysterio grabs Carlyle, knocking him unconscious; he drags the unconscious man out of the station.

"For the greater good Gwen, your beloved boyfriend has committed several horrific crimes against Oscorp. We will have him punished, by any means necessary." Scream snarled. Kingpin injects a needle into Gwen's soft skin; the substance causes Gwen to fall asleep from the tranquilizer.

"The bombs are set?" Kingpin said, to a random soldier with them.

"Yes sir." The soldier confirmed.

"Blow this place apart then." Kingpin ordered, dragging Gwen away. Mysterio takes the detonator, mimicking an explosion sound as he clicks the detonator in. The devices detonate, blasting the columns apart. As the group of madmen step inside of the Agusta A109E Helicopter, the Station collapses from a lack of supports. The windows shatter and flames and smoke blast out from the wounds formed from the explosives. The Helicopter rises up, fleeing the explosions. Grand Central Station crumbles, exploding and shattering. Grand Central Station vanishes into rubble, dust and smoke.

...


	10. Oscorp's Plan

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Peter groans, his eyes slowly open up. The strong smell of pollen filling his nostrils. He looks around, finding himself in Central Park. The sun setting, of which is clear by the orange glow of his surroundings. "Hello Spiderman." Norman said. Peter looks up, seeing Norman stood before him, his Goblin Helmet peeled back into his shoulder plates, each plate creating a hood like form. "Or do you prefer Peter Parker? That is your real name isn't it." Norman asked. Peter stands up, his mask still on the floor beside him. "I was in charge of our military force; your father was our best scientist. The only thing any of us agreed upon was that we needed to improve our civilization." Norman explained, walking towards Peter Parker. "Your father designed the Spiders that bit you for medical purposes. I saw them as the forgers of the ultimate Super Soldiers that can win us wars if used them correctly. We could defeat our greatest enemy Hydra with these men in Berlin. But your father disagreed on this idea and he hid the research from us." Norman explained. "We could have used those Spiders to save millions of lives Parker, but wars still rage on and people still die." Norman explained. "We could never ever find the original spiders, he created thousands of other spiders but they wouldn't be the same, and they wouldn't have the same effects as the rest. That is why we nicknamed the others the Goblin Spiders, because of what their venom does to you." Norman explained. "Until you were bitten by that exact Spider that he made, the last one. You led us to the information Peter." Norman explained. "And now it is up to you to save our people from self destruction." Norman said. Peter looks back at Norman. "The information that we can use to create a more of the Spiders is encoded in the very Spider that bit you. Your father created that Spider because its DNA shares the same DNA as his." Norman explained.

"For what purpose?" Peter asked.

"So then he can duplicate the Spiders, into a species." Norman said. Peter's eyes widen, realising the dangers of this plan. A strange machine inside of the city pulsates, sending a wave of the Spiders across the land, like a cloud of dust and smoke, they are blinded by it, Peter covers his eyes from the Spiders, Norman stands tall, not even moving as the spider fly past. Around them, the city of Berlin is completely destroyed. "Where is that Spider Peter?" Norman snarled.

"If I give you make these soldiers, what happens then?" Peter asked.

"Hydra has to be destroyed sometime. Even your father recognized that." Norman stated. Peter looks around, stood in the skeletons of millions of people. Like quicksand, Peter slowly starts to sink into the ground.

"No, Norman. I cannot be a part of this!" Peter yelled, looking at all of the corpses. Norman approaches Peter as he sinks down.

"Then what can you be a part of?" Norman snarled.

"No!" Peter yelled. "Norman! No!" Peter yelled, vanishing into the skeletons.

* * *

Peter's eyes burst open, abandoning the dream. Peter gasps, straining. He turns, seeing Norman stood next to him. "Your father acquitted himself with honour Peter." Norman said. Peter pieces what he said together, realising.

"You sent those assassins?" Peter asked.

"I did...and not a day passes of which it doesn't haunt me." Norman said pure grief and self-betrayal in his voice and eyes as he says it. "But if I had to do it again I would." Norman snarled. "I have a duty to my country, and I will not let anyone stand in my way when I carry it out." Norman snarled, walking away, closing the door. Octavius walks inside, his massive legs smashing against the ground as he enters.

* * *

Frank groans, opening his eyes. He looks forward to see Kingpin stood before him. His white suit on and his red tie giving his appearance away, apart from the enormous body. "Good morning Frankie." Kingpin chuckled.

"I'll give you this warning only once Fisk. Let me and my friends go and I won't kill you." Frank snarled. Kingpin laughs.

"You're not entirely in the position to be making threats...are you?" Kingpin snarled. "You know, do you actually know who killed your family?" Kingpin asked. Frank looks straight at him. "Good guess. I sent those murderers after your family. I heard you were causing some trouble and I sent them to get rid of you. But the explosion didn't kill you. So I wouldn't take it personally. I didn't, just business." Kingpin laughed. Frank lunges towards Kingpin, but the shackles stop him.

"It was to me!" Frank bellowed. Kingpin chuckles.

"Well, you need to grow a spine Frank, because peace can never last for heroes like you. It never will." Kingpin hissed.

"We can, if scum like you didn't take the people we loved away from us!" Frank barked.

"You miss the point, what kind of a hero are you...without your enemies?" Kingpin snarled. "I'm gonna leave you to think that over." Kingpin said, leaving Frank alone.

* * *

Gwen opens her eyes, laid on the floor, not chained up yet like the others. She looks around, bruised on her forehead from being thrown on the floor. She stands up, looking around. As she turns, suddenly Richard Parker is strangely stood there, his hologram. Gwen staggers back. "Where did you come from?" Gwen squealed, pressing her hands against the wall.

"Peter's DNA Miss Stacy. Thanks to him I can upload myself into Oscorp's system." Richard stated.

"Who are you?" Gwen asked, looking at him, recognizing him, seeing Peter in him.

"I am Peter's father. Or at least a shadow of him, his consciousness." Richard explained.

"How are you here? Peter told me you died in a plane crash." Gwen said.

"I am, Peter used a machine called a Guardian Angel projector, I am his Angel, and I know that you are the only one that can get him out. I wish I could have met you, you're pretty." Richard said, smiling. Gwen giggles slightly and nervously.

"Thank you..." She cooed.

"Well, we can't just sit here and compliment each other all day; I need to get you out of here. I can help Peter from here by hacking into Oscorp's systems; I can free him from his predicament." Richard said. "We need to get moving." Richard said. The door opens up and Gwen runs through. Suddenly a Black Widow Mercenary runs round, firing a pistol at her, narrowly missing. The door closes up on the gun, thanks to Richard.

"Did you do that?" Gwen asked.

"Yes, pick up her side arm." Richard instructed. Gwen picks up the M9 Handgun, running through the hallways.

* * *

Peter struggles more, Octavius no longer inside. The shackles then detach, thanks to Richard. Peter stands up, shaking his hands since his hands are free. Peter groans, standing up. He runs through the halls, sliding up against the wall as a group of Mercenaries sprint past, Peter peers inside of the room the men just left, closing the door. Inside of a building filled with recordings, Peter searches through them, clip after clip. He plays one, the recording showing the creation of Project Black Widow. Files of each of the subjects. He selects one of a bald man with a deep scar across his face, blinded in his left eye. "What's your name?" Octavius asked.

"Isaac Strass." Isaac said.

"Well Strass, you are going to be the first of our Black Widow Mercenaries. How does that make you feel?" Octavius asked.

"It gives me meaning for once." Strass said. Peter skips the files and onto a new recording. On the screen Octavius walks around the room, talking to them. "You are the future of soldiers my friends." Octavius, looking at his test subjects. The injection tubes push into their skin, injecting the venom into their bodies. The subjects hiss in agony from the venom as it decides if the body is worth the power. One of the subjects screams in pure agony, his nails growing into sharp claws like Harry's did when he was exposed. The man collapses as the venom fries him. Peter turns away from shock, sighing.

"Not exactly what you were hoping was it Oc?" Peter mumbled. Peter looks around at the location of where it happened, seeing the Spider's in their vials. It's not in Cross Species Genetics anymore; it's in Octavius' laboratory. "There you are you eight legged freaks." Peter whispered. Peter opens the door, looking straight down the hallway to see a Mercenary staring straight at him. "Oh dear." Peter groaned. The Mercenary launches a web at Peter, narrowly missing as Peter bounces out of his way. The Mercenary sprints at Peter, slamming his fist straight through the wall. "Whoa! That's how strong I am? Nice." Peter chuckled, not realising how strong he is when with the venom in his blood stream. Suddenly a knife swings at the Mercenary. The Mercenary turns, seeing Frank stood there. Frank swings his knife across the Mercenary's face, slicing through his skin in his face. Blood sprays on the wall from the impact of the knife. Peter punches the Mercenary across the face, wrapping his arm around his neck. Frank drives his combat knife straight through the Mercenary's chest, throwing him on the ground. Peter jumps away as the man collapses to the floor, dead.

"You alright Peter?" Frank asked.

"I'm good, but we need to find Gwen! Flint said that Oscorp has captured her and Carlyle." Peter said.

"No! We need to get you to that Spider! Then we get Gwen and Carlyle, we need you back in the game Pete!" Frank said.

"Fine!" Peter yelled, not entirely happy with this decision but he is right. "I know where we can find the Spiders, Octavius' lab. That's where Project Black Widow started." Peter explained.

"Come on! Let's go!" Frank ordered, sprinting through the halls. The two sprint through the hallways, stopping in shock.

"Oh shit..." Peter whispered. Down the hallways, laid on the ground is Prowler. Prowler lays on the ground, in agony, his suit unbelievably damaged, blood leaking out. Peter runs over to him. "Prowler what the hell happened?" Peter asked in shock, looking at his unbelievably ripped up body. Punisher snarls in anger, knowing that only one person could have done this...Cletus Kasady.

"I held on Pete, I did well. But then, then Cletus attacked me. You...you have to go, they'll be coming back soon." Prowler said.

"I can't just leave you here!" Peter said.

"Please. It's not over yet Peter, we've got you two. Now you've gotta finish this for us. Finish, it for us all guys." Prowler said. Peter stands up, patting him on the shoulder.

"I won't let you down." Peter said. Peter and Punisher sprint through the hallways of Oscorp. Peter turns back at Prowler, not wanting to leave him behind. Peter sighs in grief, turning and running away. Prowler moans, staggering to his feet, limping over to the door controls.

"You...you never have." Prowler groaned, locking the doors. The doors slide down, locking together. "Buying you...some time." Prowler hissed in pain, standing tall. Sandman, Carnage, Mysterio and Norman walk towards him. Suddenly Peter stands beside him. "Peter? I thought you..." He groaned, then seeing Felicia appear. Then Connors and then the Punisher. He limps forward, turning slowly around. As he looks back, he sees that they are all gone. He falls to his knees. Sandman, Mysterio and Carnage walk round him, glaring at him as they walk round. Norman points his revolver at Prowler's head, launching a bullet through his head. Prowler collapses to the ground, lifeless. Norman walks past his body, Prowler lays there on the ground, blood escaping from his cranium. Carnage snarls, pushes his two blades into the gaps in the door, pulling them open with all of his might. The doors break open from the powerful smashing open of the doors. The two run into Octavius' lab, finding the spiders in their boxes, most of them dead.

"Cover me!" Peter ordered. Peter runs over to the spiders, offering his hand to one, the small arachnid climbs onto his hand, ever so curiously. It looks around, not biting him. "Come on little guy!" Peter begged, shaking his hand, trying to annoy the spider. And the spider still doesn't bit him.

"Hurry up Pete!" Punisher yelled. Suddenly a Black Widow Mercenary sprints inside, kicking Punisher in the chest, slamming him against the ground. Punisher grabs the Mercenary's fist, punching him in the face, throwing him over, pushing his knife at the Mercenary's face. The Mercenary grabs Frank's arm, preventing the knife from sinking into his face. Peter pokes the spider over and over, trying to annoy it, but it still won't bite him.

"Bite me!" Peter yelled. The Mercenary shouts, throwing Frank against the wall violently. The Mercenary turns to Peter, grabbing him by the throat and slamming him through the wall. Peter coughs in pain, looking at the spider. He shakes it, but it doesn't move. It falls off of his hand, dead. "No..." Peter whimpered in horror. And then, a web dangles down before him, Peter looks up at the web, seeing one last spider looking at him. He holds out his hand, letting the small spider on his hand. He pokes it once, and the Spider's sharp fangs appear, sinking into his skin, pumping the venom into his body. Peter sharply grunts at the pain from the bite. He turns to his bag that he has been carrying around, looking at his Spiderman Suit inside.  
The Mercenary yells, throwing Punisher across the laboratory as if he is a ragdoll. The Mercenary picks up Punisher's knife, raising it in the air, ready to bring it down onto Frank's chest. Suddenly a pair of webs wrap around the Mercenary's arms. The Mercenary is suddenly thrown back into one of the tables. The Mercenary wheezes in pain. Frank staggers to his feet, seeing Peter stood there in his Spiderman outfit. "Kick his ass." Punisher ordered. Peter turns to the Mercenary, kicking him in the ribs. The Mercenary stands up, swinging his knife at him, narrowly missing; Peter grabs his arm, smashing his knee against it, breaking it with a loud snap. The Mercenary cries out in agony. Peter grabs the soldier, picking him, up, yelling and throwing him against the ground. He turns to see another Mercenary.

"Oh fuck!" The Mercenary yelled, firing his desert camo coloured FN SCAR Mk 17 at Peter. Peter slides across the floor, launching a web onto one of the guns, loading it up with an extra magazine, the method he learned when performing the Mind Heist months ago. The Mercenary unloads his magazine at the container that Peter covers behind. "The only way out of here is through me asshole!" The Mercenary barked. His gun suddenly clicks from a lack of bullets in the magazine. Peter swings up, unloading his SCAR at the Mercenary, shredding him with golden bullets, blood sprays all over the walls. Peter throws the gun on the ground, jogging over to Frank who is still on the ground, groaning.

"Good to have you back Peter." Frank chuckled.

"If only we could have done it earlier." Peter grieved, thinking about Prowler's fate.

"There was nothing we could have done to help him. But we can do something for him; we finish what he helped us fight through. We get Gwen and we find a way to stop Oscorp." Frank said.

"Okay, let's find her." Peter said.

* * *

Gwen sprints through the hallways, following the ghosts of Richard Parker. They enter the same Laboratory of which the Ganali Device was inside of.

"How can we stop Oscorp?" Gwen asked as she follows the hologram of Richard.

"You need to destroy the tower itself, destroy all research that Norman Osborn can use." Richard explained.

"How can we destroy it then? We haven't got much stuff to bring something as big as this down." Gwen stated.

"In Alaska, Oscorp has an airfield of which contains an AC130 Gunship that has the firepower to take this tower down. If you and your friends can steal it, you can destroy the tower." Peter explained. Richard stops her. "Wait, its Carnage. He's coming." Richard warned. Gwen gasps in horror, scared and not sure of what to do now.

"What do I do?" Gwen whimpered.

"Secure yourself inside of one of those Maintenance Closets." Richard said. "When Carnage leaves I will continue to help you, unless if Peter finds you first. Remember to tell Peter that the Oscorp must be destroyed with the AC130 Gunship in Alaska to stop them." Richard stated. "Move your head to the left." Richard abruptly said. Gwen tilts her head in a questionable manner. Suddenly a Mercenary swings her fist at Gwen, smashing her fist straight through the wall. Gwen screams, moving her head to the left, pressing the gun against the woman's head abruptly and firing. The loud crack of the gun causes her ears to ring violently from the loud bang that reverberates around her. She staggers out of the closet, the body of the mercenary collapses. She gasps in disbelief that she just murdered another person. She drops the empty pistol in shock. Suddenly the sounds of pounding and snarling reverberate through one of the doors. The impacts of the thuds cause the lights to flicker on and off. Gwen runs towards a Maintenance closet, Gwen shuts the maintenance door shut, memories of when she tried to hide the Ganali device away from Connors. The door smashes open and sharp symbiotic hands rip the doors open; the red, monstrous Carnage walks through, looking around. Growling. He walks through the room; Gwen closes her eyes in terror, tears rolling down. Carnage is far more dangerous than Connors ever was, because he won't hesitate in tearing her apart. Cletus walks around, looking directly at the maintenance closet that she hides in; his alien vision gives him the ability to see her body temperature. Her heart pounds rapidly in fear. He chuckles, now messing with her to give her more fear. He walks around, his symbiotic skin quivers as he looks around. He whistles very creepily, striking fear into Gwen's innocent, sweet heart like a dagger.

"Where are you?" He called sarcastically in a sing-song tone. Laughing maniacally. Gwen shudders in terror, now realising that Cletus knows exactly where she is, he's just messing with her. A dark green, scaly tail softly strokes her hair. She looks up, shuddering to see Connors, dropping a pistol down to her. He raises his finger to his lips, shushing her. She looks at the pistol, checking if the safety is on or off. Cletus looks at the closet that she conceals herself in, finding multiple others nearby it. "So that's how it does gonna be?" Cletus snarled, kicking one of the closets open, finding nothing. Each loud crash of the doors opening causes Gwen to jump out of her skin. Tears of horror percolate from her adorable blue eyes. Carnage creates a bestial growl as he searches each maintenance closet to scare her. "I know where you are." Cletus snarled. Gwen's bottom lip trembles and she shakes uncontrollably. She closes her eyes, trying to slow her panicking. She slowly opens them. Suddenly the face of Carnage stares through the vents in the closet. "Boo." Carnage snarled. Gwen shrieks in panic. Firing the pistol at Carnage's face. Carnage staggers back, snarling, grabbing his white, Spiderman mask like eyes. "You've got fire in you blonde! I like that." Carnage snarled, grabbing the poor girl by the throat. He licks her cheek with his long snake like tongue. She cries in terror, unable to fire her pistol as the other arm grabs the gun, throwing it on the ground. He lifts up his other hand. "I'm gonna enjoy looking at your features girl." Carnage snarled, his hand transforms into a pair of scissor like blades. He tucks his fingers under one of Gwen's buttons on her creamy coloured coat. His symbiote head opens up, peeling back into his shoulders, revealing the human face of Cletus Kasady, still a frightening image.

"Get off me." She quietly whimpered as the horrifying monster licks her neck, pushing his symbiotic chest. Carnage laughs.

"I'm gonna cut you up into little pieces." Cletus snarled, looking straight into the girl's eyes. He snaps his fingers down, severing the button. "One button, at time." He snarled, cutting each button off of her creamy coloured trench coat. Gwen screams, trying to free herself from Carnage's grasp. Cletus rips her coat off. Gwen flees in horror. He launches a red symbiotic web onto her leg, tripping her up. "I don't think so." Cletus growled, ripping her shirt off, revealing her bra underneath. The deranged psychopath laughs, ready to kill her. "I'm gonna enjoy this, but also be sad that a sexy girl like you must die, slowly." Cletus snarled. His symbiote strands climb over his head, forming the face of Carnage. Carnage growls, lifting his hand in the air, roaring at Gwen. Gwen closes her eyes in fear. Suddenly a long scaly tail whacks against Carnage's face. Carnage shrieks, bouncing across the laboratory, he scrapes his claws into the surface of the floor. Carnage snarls, looking up to see Connors stood in front of Gwen.

"Sorry I took so long getting in here." Connors apologised. Carnage growls, standing back up.

"Connors, it's been a while." Carnage hissed.

"You leave her alone Cletus." Connors snarled.

"If you can kill me then I might consider it." Carnage snarled. Carnage leaps at Connors, tackling the Lizard and throwing him through a wall. Connors slides through the labs. He stands up, watching the insane monster walking in. Carnage sprints at Connors; Connors blocks the fist of Carnage with his massive hand, slashing his claws across the red monster's chest. The symbiotic strands lap over one another, healing the wound. "How rude!" Carnage snarled, kicking Connors in the chest.

* * *

Gwen shakes in horror, still petrified, pulling her torn clothing to her body, crying in horror after nearly being raped by the psychopath. The sound of web shooters approaches and Peter runs over to her. "Oh my god I'm so sorry." Peter said quickly with a very worried voice. Leaning her on his knee.

"I'm okay, he didn't hurt me, but he did. Touch me." Gwen whimpered.

"Where is he?" Peter said, now enraged. She points at the hole in the wall, her hand shaking.

"Connors is fighting him." Gwen warned.

"Eddie said he's inbound." Peter said.

"Kick his ass, I'll be okay." Gwen said.

"You're sure?" Peter asked.

"I'm tougher than you think Peter." Gwen said. Peter chuckles.

"I know you are." Peter said, stroking her cheek, kissing her on the lips. Peter launches his web onto a support. He swings through the hole, launching himself directly at Carnage, kicking him in the back. Carnage staggers forward into the fist of Connors. Carnage roars, launching across the floor. Carnage looks up at the two, snarling.

"Ahh, the spider returns." Carnage growled.

"You dare hurt Gwen..." Peter snarled.

"Oh, when I'm finished with you kiddo, I will give her the hell of a time. Oh wait, she won't have a good time...but I will." Carnage snarled. Peter yells, sprinting at Carnage, leaping into the air, sending his fist straight into the Piranha like head of Carnage. Carnage growls, grabbing Peter's fist, crushing it. "So weak." Carnage growled.

"Who? You or me?" Peter hissed, kicking his knee into Carnage's chest, punching him in the head. Carnage staggers back, stopping the sudden tail of Curt Connors, slamming his blade down on it, severing the tail. Connors roars in agony, his tail slowly regenerating. Carnage roars, punching Curt in the chest, launching the giant lizard through multiple walls.

"So weak." Carnage snarled, kicking Peter in the chest.

"Is that a new catchphrase or something? Because it absolutely sucks!" Peter insulted.

"Better than _your friendly neighbourhood Spiderman!_" Carnage hissed.

"Hey at least mine's catchy!" Peter yelled. He presses his foot down on Peter. Suddenly a large fire axe impacts the monster's back. Carnage screeches, turning around to see Gwen, terrified. "The Blonde." Carnage laughed, ripping the axe out. A white web grabs Gwen, pulling her away from Carnage, as he swings the axe at her, narrowly missing her head. Gwen gasps in shock. Carnage swings the axe round, letting it go, throwing it at Peter. Peter catches the axe with his webs, throwing it straight back into Carnage, nearly going straight through him. Carnage roars in pain, staggering back, Curt pushes himself back up. A huge black hand erupts out of Carnage's chest, pulling the axe out. Carnage staggers, looking behind to see the enormous Venom behind him. The huge crater in Carnage's chest heals up. Venom swipes the axe across Carnage's face, carving a deep gash in his face. Carnage cracks his jaw, relocating it.

"Is that all you've got?" Carnage snarled. Venom roars and Carnage roars back. Venom tackles his red twin; they both smash through the windows in the building, plummeting down the tower. The both brawl as they fall, their fists hitting each other so hard it echoes. Venom blocks the red symbiote webs with his black nets of webbing. Carnage dives down at Venom, pushing his two blades into Venom's chest, they both crash down into the car park below, slamming down on a yellow taxi, flattening it. Carnage shoots up into the air as a muscular black symbiotic leg kicks him in the chest. Carnage smashes against the concrete wall on the tower, snarling as he staggers back to his feet. Venom climbs his way out of what remains of the taxi.

"Stop this Carnage, while we still can." Eddie begged, trying to reason with the madman.

"Why? What's the point? It's more fun this way." Carnage snarled.

"It's all about entertainment with you isn't it Cletus?" Eddie snarled.

"What happened to you Eddie? You were one of Oscorp's best. You could have crushed Spiderman and all of his friends with your bare hands." Cletus hissed.

"I've changed." Eddie snarled.

"So have I." Cletus snarled back, smashing his fist across the face of Venom. "Now fight me." Cletus hissed, throwing Venom across the Car Park.

"I never wanted this power Cletus! I only wanted to be seen as someone stronger than I appeared! What did you want?" Eddie snarled.

"Something to kill with! And I am happy to have this power Eddie!" Carnage snarled, his Cletus face disappearing.

"Cletus this is madness!" Eddie yelled.

"Come on what was it that made you so soft? Don't tell me it's that white haired girl." Carnage snarled, talking about Felicia by referencing her platinum blonde hair. Eddie looks back at Carnage, the look in his eyes being all that proof he needs. "Oh...it was? Well maybe after I'm finished here, I'll pay her a visit myself!" Carnage barked. Eddie's face vanishes into Venom's, Venom roars and leaps at Carnage. Carnage tackles Venom, throwing him through a bus. Venom bounces across the road, grunting and growling. He drags his claws into the tarmac. He groans, staggering back to his feet. He looks straight at the smashed bus, seeing Carnage walking onto it, growling aggressively. His heavy weight causes the metal to bend and twist. Carnage expresses amusement by laughing malevolently at Venom. He gestures beckoningly at Venom. "Come on!" He challenged. Venom snarls, sprinting at Carnage, rugby tackling him into the tarmac, smashing his fist against his face, Carnage snarls, looking straight at Venom. "Pathetic, my turn." Carnage hissed, smashing both feet into Venom's chest. Venom launches across the street, smashing into a factory. Carnage leaps at him, snarling aggressively as he stares at Venom. Venom staggers back up to his feet, looking up to see a large tub of liquid nitrogen. He looks back at Carnage who is walking towards him. Venom aims his hands at the tub, ready to fire a group of black webs at it to pull it down onto Carnage's head. Suddenly a supersonic screech approaches and Scream swings towards Venom, kicking him in the back. Venom roars, bouncing across the ground from the sudden kick in the spine. He snarls, turning to see Scream. He looks up, seeing the tub tipping above him. He rolls out of the way as the ice cold substance freezes and steams up the floor. He turns to see Carnage and Scream walking towards him. Venom growls, sprinting at Carnage, swinging his fist against his face. Carnage swings his sword like blades at Venom, slicing through the air as he swings violently. Scream leaps at him; suddenly a reptilian tail smashes against her face, throwing her against the wall. Venom turns to see the massive muscular Lizard.

"Which have you got?" The Lizard asked with a monstrous voice.

"Carnage, you take Scream." Venom instructed.

"Deal." The Lizard snarled. The two leap at their chosen foes. Venom grabs Carnage, roaring as he throws him across the factory. Scream slashes Connors across his scaly face. The scales peel back over the wound, repairing his face. The huge lizard wraps his tail around her throat, throwing her across the factory. She bounces through many machines, shards of metal and scraps of wiring slide with her along with sparks. She snarls, forming a pair of web like whips, cracking them. She sprints at the charging lizard, slashing the whip across Curt's face. The massive Lizard shrieks from the impact of the whips. She jumps on his back, wrapping the whips around his massive neck. Curt roars, reaching for the small symbiote creature, grabbing her tentacle like hair and throwing her across the factory again.  
Carnage and Venom brawl, pressing their hands against one another, pushing against each other violently, saliva drooling from their teeth. Venom swipes his fist across Carnage's face, smashing a collection of black, razor sharp teeth out. The serrated knife like teeth bounces across the floor from the impact. Carnage snarls, turning back at the symbiote has already forged new versions to replace the lost teeth. Carnage head butts Venom, slashing his blades at the bulky creature over and over again.

* * *

Back inside of the Oscorp Tower, Peter runs through the tower with Gwen in his arms and Punisher beside him. As they run through they literally bump into Felicia as she turns round the corner. "Jesus!" Frank exclaimed, exhaling at the same time. "Have you seen Carlyle?" Frank asked.

"No, what about Prowler?" Felicia asked. With pure sorrow the group shake their heads.

"He didn't make it, Carnage killed him." Peter said.

"Shit..." She mumbled, slamming her foot against the wall in anger. "What about Eddie and Connors?" She asked.

"They are currently having a brawl with Carnage and Scream." Peter reported.

"We need to find Carlyle!" Frank said.

"You read my mind, let's go!" Felicia said. They all run through the halls. Peter's spider sense tingles as he looks down the next hallway. A cloud of sand blasts towards them.

"Run!" Peter yelled. The group run from the sand storm that is Flint Marko. The cloud of sand catches up to them, the shape of a hand forms inside of the sand, reaching for them. The loud roar of the Sandman approaching them from the rear. A blast of smoke then appears in front of them, Mysterio walking out of the smoke, bottle-necking them.

"Uh oh..." Frank groaned.

"Hold your breath!" Peter yelled. The sand passes over them and around Mysterio. They look up to see Sandman and Mysterio stood before them.

"Let's perform a magic trick!" Mysterio cackled, snapping his fingers. "Now you see me..." He said, vanishing into a cloud of smoke. They all look around for the next cloud of smoke. Peter fires his webbing at Flint Marko, ripping his sand formed arms away. Sand covers the floor as they explode like glass. Flint laughs evilly; his arms regenerate as sand is duplicated.

"Okay..." Peter said. Flint Marko sprints at them, swinging his massive enlarged sand compacted fist at them, smashing through the white walls. Peter jumps on his back, wrapping webs around his neck, the webs cut through his soft sandy neck as he pulls back. His head falls off from the webbing. And as always the sand regenerates his head. "How do I do this?" Peter wondered whilst Flint stomps towards him. Felicia suddenly dodges the fist of the master of Illusion as he continues to vanish and reappear. Black Cat snarls, slashing her cat like claws at the madman, cutting through his glass helmet slightly. Mysterio snarls, grabbing Felicia by her soft platinum blonde hair, throwing her across the hallways. As she stands up he vanishes in a puff of smoke and appears again, grabbing her by the throat, dragging her across the ground. He throws her against the ground violently, kicking her in the head and throwing her into a wall. Suddenly a Ka-Bar knife is driven into Mysterio's shoulder by Frank. Mysterio snarls in pain, grabbing Frank by the neck and throwing him over his shoulder. As Frank slams against the ground, Mysterio tears the knife from his shoulder, ready to bring the knife down a Frank. Frank rolls out of the way and the knife is imbedded in the steel floor, vibrating from the impact. Flint throws Peter across the hallway, laughing. A collection of bullets from a handgun shoot through him. Gwen walks towards him, firing her pistol at Sandman. And she isn't alone; Carlyle has found them in their brawl. He turns, still taking bullets to his sand formed body. Carlyle has an upgraded M4A1 with grenade launcher attachment on the bottom of it. Flint staggers back from the barrage of bullets impacting his body. Carlyle launches a grenade into Flint's chest with the grenade launcher. The grenade detonates inside of him, blowing the man in half. Sand is thrown everywhere from the explosion. He presses his hands into all of the sand, regenerating his body.

"Retreat!" Flint ordered, becoming a cloud of sand again, vanishing into the ventilation shafts. Mysterio vanishes in a blast of smoke, the fight abruptly coming to a close. Peter stands up, taking his mask off.

"Carlyle? Looks like you found us." Peter chuckled.

"I heard the fight down the hallways and I found Gwen with her pistol. Thought I'd lend a hand." Carlyle stated.

"Thanks, we need to get back to Grand Central Station." Peter said.

"We can't, Grand Central Station's gone, and Kingpin annihilated it when he captured us." Carlyle explained.

"I need to get to Aunt May's house and find that vial, with the spider inside of it; it's what they're looking for." Peter explained.

"Didn't someone else buy the house?" Gwen asked.

"They did, but I can sneak in, I know where I left it, if it's still there I'll go and get it. But we won't be able to stay there." Peter explained.

"I know one place they'll never think to search, not for a while anyways. My parent's house." Gwen said. "They now live in a secluded area of the city nearby Central Park." Gwen explained.

"You sure? I mean this could put your family at risk." Peter said.

"It's our only option." Gwen said.

"Okay, we'll go to your family." Frank said. Suddenly as he says that, a bullet impacts his belly. He yells in agony. They all look down the hallway to see Kingpin stood there, his cane gun aimed at the group. Peter launches a pair of webs onto the roof, straining as he pulls it down, blocking Kingpin from them. Frank yells in agony, a shell imbedded in his bloodied belly.

"We need to get him out of here; does your mom know how to repair wounds?" Peter asked, using his webbing to stop his bleeding on both sides.

"She's now a nurse, so yeah hopefully she can!" Gwen said, helping the injured Frank Castle up.

"Cover us guys!" Peter said. Carlyle and Felicia pick up some weapons that lay on the floor, following. A loud ringing sound echoes through Peter and his body sweats heavily as the Venom takes course over his body as it did last time, which is a good thing, just not at this specific time. Images of spiders flash in and out of his vision. Peter shakes the images away, sweat flinging everywhere as well. He groans as he helps Gwen carry the injured man.

* * *

Curt yells, throwing Scream through a wall violently. Scream snarls, grabbing a shard of metal and throwing it at the huge lizard. Curt dodges it, roaring at her. Scream launches a web onto the ceiling, swinging away, retreating. "Coward..." Curt snarled, and then so does Carnage. Venom roars at Carnage as he swings away. Snarling. Venom turns to see the group clambering into an SUV. The group sprint onto the truck, transforming back into their original forms. Curt takes the outfit of an Oscorp soldier and puts it on his body as temporary clothing. Eddie knocks on the window.

"Where we going?" Eddie asked.

"Finding shelter." Felicia said.

...


	11. The Sense

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

The truck bounces on the bumpy road, hitting potholes which are so rough it could probably knock a man unconscious from the impact of a head on a window. Frank snarls in pain whilst Felicia and Curt try to repair the wound with what they have, blood covering their hands. Felicia strokes his head. "It's gonna be okay Frank!" Felicia assured. Eddie leans against the back window of the truck, twiddling his fingers. Gwen drives the truck through the streets of New York, Peter in the seat beside her, sweating with his Spider Sense trying to return. Gwen turns back to the road, sighing. Eddie looks behind them, his eyes staring down the road.

"I can't believe Prowler's gone." Gwen mumbled.

"Neither can I. But, he wanted to do the right thing." Felicia said. Peter shakes in his sleep, images of the spiders flashing in and out as he rests, his hair soaked with sweat.

"God...Peter's burning up." Gwen said. Peter shivers as the venom courses through him.

"It's...alright." Peter assured, shuddering. "Just let the venom do its work." Peter said.

"How do you know that it won't kill you?" Gwen asked.

"Because it hasn't...killed me...yet." Peter groaned.

"You better be right honey." Gwen begged, turning back to the road. Stopping at Aunt May's old house. No car is at the house. Peter staggers out of the car, leaning against the car, hyperventilating. Gwen rushes out of the car to Peter, looking at him. "Peter?" Gwen gasped. Peter falls down to the floor, sat there, breathing over and over. Having another anxiety attack. Images of Aunt May appearing and disappearing, the laughs of Norman Osborn filling his ringing ears.

"What's wrong with him?" Eddie asked.

"I don't know!" Gwen whimpered, stroking his sweaty cheek.

"Another...attack. Aunt...May." Peter gasped over and over.

"Attack?" Eddie asked.

"He's having another anxiety attack!" Gwen cried, not sure of what to do. "I don't know what to do." Gwen whimpered, pacing back and forth. Her lip trembling, her golden hair bouncing as she walks. Peter looks to his side, seeing Aunt May beside him.

"It's okay Peter, my sweet boy. Just breathe. In...And out." May said, smiling kindly at Peter. Peter closes his eyes, breathing slowly, in...and...out. Just like Aunt May said. His heart beats normally after a few breaths. He opens his eyes, his anxiety attack disappearing. He staggers back to his feet, still weak from the venom inside of him.

"I'm okay." Peter wheezed, leaning on the truck from the venom causing his balance to be a bit off. Peter peers through the window of the house, seeing nobody inside. Peter lets Felicia do her work on the door.

"We could really use Prowler right now." Felicia said, trying to pick the lock.

"Did anyone actually know his real name?" Gwen asked.

"No, but he had a wife. Mindy Brown." Curt said.

"Damn, she doesn't know either." Gwen mumbled grievingly. Felicia picks the lock, opening the door. Peter staggers through, looking like he's had a bit too much to drink at a bar, but the venom is confusing his brain. Peter walks into the kitchen, seeing Aunt May sat in the chair at the table next to him. Memories flowing through him.

"Did you get the eggs?" Aunt May's voice whispered, echoing. Peter turns, seeing the seat is empty. Gwen see's Peter's grief, hugging the upset boy.

"I promised I'd look after her." Peter sniffled.

"I know you did Peter...I know." Gwen said, stroking the back of his head lovingly. Peter turns to the stairs, the door that leads to the basement.

"There, the basement." Peter abruptly said, walking past Gwen towards the door. As he opens it and walks down, he steps in, hearing the sound of water splashing. He looks down, seeing a slight flood. As he looks up, he sees Ben before him.

"What do you think caused it?" Uncle Ben asked. "Find anything worth saving." Ben's voice said, echoing. "Whose parent's should I be calling?"

"None..." Peter said silently. Peter walks through, the flood has vanished and he walks on the cold stone floor. Opening a box that was hidden, inside is Peter's books, his father's brief case inside, and the vial with the Spider inside, the very one that bit him. "There you are." Peter said. He turns back to the brief case, picking it up, taking it with him. As he goes to walk out, he looks into the kitchen to see Uncle Ben and Aunt May talking, what he saw when he walked out with the brief case. So many memories are held within the walls of this house.

"I forgot all about that thing...it was your dad's." Ben said, his voice echoing through Peter's mind. Peter turns away, walking towards the door, as he holds the door knob; he looks at the window on the door. The window is smashed from when he stormed out. Peter sighs, opening the door and walking out, the brief case in hand and the vial in his other hand. He walks towards the truck, weakly sitting inside of it. Peter looks at the vial, rotating it. Frank's eyes open up from behind Peter.

"That's the spider huh?" Frank weakly asked.

"Yeah, this is the bastard that ruined my life." Peter said.

"Ruined? I wouldn't entirely say ruined, you saved Gwen's life, you have given the people of this city hope." Frank stated.

"I got Gwen killed, my uncle killed, my aunt killed. Flash, Prowler, Mary Jane, Isabella, John. All of them. Gone because of my actions." Peter snarled at himself.

"No Peter, that was Goblin, that was Oscorp that did that. The man that killed Uncle Ben, he was a simple criminal. Aunt May, she died from age son." Frank explained.

"I wasn't there for her. If I helped that shopkeeper stop that guys Uncle Ben could still be here." Peter snarled.

"There's some things you just can't control Peter." Frank stated. Peter sighs.

"Yeah, heard that before." Peter groaned. "Well, this Spider did give me Gwen. That's probably the only good side." Peter said.

"No Peter, that wasn't the spider, she was attracted to you for who you are. For the man you are. Remember, she had no idea you were Spiderman when you asked her out did she?" Frank asked.

"I guess not." Peter said, seeing Gwen walking out of the house, her blonde hair gently and elegantly bouncing as she walks towards the car.

"The Spider didn't ruin your life, it gave you meaning. Imagine this city without Spiderman." Frank said.

"There wouldn't be any monsters." Peter said.

"No, the monsters may have been made, but criminals became rarer, through fear of coming across you. That is what Spiderman can do. Spiderman isn't a man, he's a symbol. Of hope, of peace Peter." Frank explained.

"Yeah, I guess you're right." Peter said. Gwen opens the door of the truck, sitting in the driver seat, starting the ignition. Felicia, Curt and Eddie climb into the truck. Curt and Felicia sit beside Frank. The truck bounces as Eddie climbs onto the flatbed of the truck.

"How are you?" Felicia asked.

"The pain relievers are doing their job, but the stitches are coming apart." Frank groaned.

"Don't worry; we're not far from my house." Gwen assured.

On Oscorp tower, Norman enters Octavius' lab, who is currently working on a strange device's mainframe. Outside is a huge area with an odd circular shape. With the bodies of the mercenaries piled up in the centre of the room. "Octavius, is it ready?" Norman asked.

"The Teleporter is ready, yes." Octavius stated.

"Good, initiate it with delta pad. We do not want any evidence of these bodies." Norman snarled. Octavius nods, pressing his hand against the panel. A purple beam shoots into the centre of the room. Another beam shoots through the tower up into space, hitting an odd looking pad orbiting Earth. An oval shaped cloud of energy forms, creating a doorway into the blackness of space. The bodies of mercenaries are pulled in by the powerful vacuum of space. The bodies become dumped into the void, vanishing into the darkness. "Nobody will look for them there." Norman chuckled. The doorway vanishes as the beam vanishes. All of the corpses gone.

* * *

As the truck drives across the land, Eddie opens his eyes, seeing the teleporter beam in the sky, the enormous tower like a beacon of the city. "Guys?" Eddie called. The truck stops and Curt and Gwen step out, looking at the tall, bright purple beam in the sky.

"What the?" Gwen wondered, looking at the beam.

"It can't be...it's impossible." Curt said.

"What?" Eddie questioned.

"It's Odin's Eye. A Teleporter." Curt explained.

"A Teleporter? What is that?" Eddie asked, the man who is not very educated in science is obviously not going to know what a teleportation device is.

"A doorway, technically you could be in England one point and then at America in the span of a second. But it never worked; the body would just disintegrate when activated. Or send them into the void." Curt explained.

"Why is the beam going into space?" Gwen asked.

"They must be sending something up there." Curt said.

"Or dumping something." Eddie assumed.

"Come on! We need to get Peter and Frank somewhere safe for them to rest." Gwen said.

* * *

The truck arrives at a small house. Gwen jumps out of the car, knocking on the door. The sound of footsteps approach and the door opens up. Stood at the door is Helen Stacy, aged far more than when Peter last met her. "Hey mom." Gwen said, smiling. Helen smiles back.

"Hey Gwen. You okay?" Helen asked.

"I need your help. One of my friends has been shot and, Oscorp's after us. We need somewhere to stay." Gwen begged.

"Of, course, come in! Get your friend inside, I'll treat him." Helen said, letting Curt and Felicia carry the injured man through. They carefully put Frank down on the king sized bed, Frank yells in pain, grabbing his belly, the webbing breaking apart and his wound opening back up. Helen drags a medical supply over to him, like a mini hospital. With a bottle of alcohol beside him to numb the pain and other items to help his wound to heal. Frank grabs the bottle of liquor, taking a big gulp of it.  
Downstairs, the screams of Frank's pain reverberate through the house. Peter rests in the chair inside of the house, letting the venom do its work while he sleeps. Felicia leans back, listening to his screams, disturbing her. Eddie peers through the closed blinds, making sure that no Oscorp soldiers followed them, on guard all the time.  
The drunken man turns to Gwen, Helen and Curt as they try to repair his wound, trying to find the shell imbedded inside of him. "How you feeling Frank?" Gwen asked.

"Absolutely fuckin' top fuckin' shit sweetheart!" Frank snarled sarcastically, taking another gulp of golden liquor. Curt grabs the bottle from his hand, placing it on the table, trying to stop the man who is already drunk out of his head. It only took a couple of gulps and _boom _he's wasted.

"You sure that it's okay for him to be drinking whiskey with painkillers?" Gwen asked.

"I don't know to be honest, he isn't dead yet though." Curt said.

"Hey, is it your birthday Gwen?" Frank asked.

"No Frank..." Gwen chuckled.

"Is it my birthday?" He laughed, cheering, the alcohol clearly taking him over.

"No, but you're gonna thank us for this in the morning." Gwen assured, tending his wound.

"I'm telling you girl, I'm gonna thank you...right now." Frank said, pulling her down by her collar, gently, she yelps from the sudden pull. "I wanna thank you, all of you for saving my life."

"You would have done the same thing for us." Gwen stated.

"If I would have done the same thing I would have saved Prowler? Wouldn't I?" Frank sniffled. "Oh...fuck!" Prowler bellowed, yelling in rage, smashing his fist against the wall over and over again, screaming angrily.  
Eddie listens to their screams from downstairs. Sighing. Carlyle fiddles with his cane, an awkward silence appearing across downstairs, randomly being interrupted by the screams of Frank. "Eddie! We need your help up here!" Curt yelled. Eddie pushes his hands against his knees, walking up the stairs into the bedroom of which they repair his wounds.  
As Eddie walks in, Frank turns to Helen. "Alright Miss? Your daughter here is a fucking hero I tell you!" Frank assured, pointing at Gwen. Eddie presses his hand down against Frank's chest, holding the blood in, feeling around for the bullet.

"I can feel something..." Eddie said, squinting his eyes as he attempts to identify what it is that he is feeling. "Got it!" He said, ripping the bullet straight out of his chest, blood splatting against the wall from the violent pull. Frank yells in pain and then cheers.

"I tell you what mate...I love you! Like a mate that...I love." Frank mumbled, confused.

"Would you two like to be alone?" Helen asked sarcastically and jokingly. Eddie rolls his eyes, throwing the bullet shell against the window. Eddie holds the incision wounds they cut into with to try and sew up the wounds.

"Gwen...I'm telling you, you better name your kid after me!" Frank joked, making Gwen giggle slightly. Helen looks over at Gwen, returning to the injured man. the agonized Frank struggles, yelling in pain. "Argh you dirty fucker!" Frank cursed in rage.

"You keep him still, I'll sew." Helen ordered, trying to thread the wound together with dissolvable stitches.

"I'm telling you, you better get me together soon because this is really fucking hurting!" Frank yelled, turning to Eddie. "Eddie..." He said, pushing him over and over again. "Knock me out! Hit me!" Frank demanded, shouting at him. Eddie smashes his fist against Frank's face. Gwen squeals in shock, covering her mouth. Frank shoots back up. "Oh you fucking pussy I said hit-!" Before he could finish Eddie punches him again, making Gwen scream again. Frank falls back, unconscious. Curt places his fingers on Frank's neck, making sure that he still is alive and has a pulse.

* * *

Gwen and Helen carefully sew up the wounds on Frank's belly, Eddie and Curt no longer up there. "Was that true what Frank said?" Helen asked, looking up, rubbing her wrinkly brow.

"What?" Gwen asked.

"About having a baby?" Helen questioned.

"Oh no. Peter and I, we're not ready for that yet. It must have been the alcohol messing with him." Gwen lied.

"You don't have to lie to me sweetheart." Helen said.

"Mom!" Gwen exclaimed, her eyes wide.

"I'm just saying, if you and Peter did, I wouldn't be angry. I still can't believe your here honey. I was at your funeral. It was the worst day of my life." Helen said, tears leaking from her eyes.

"Hey, I'm here now." Gwen said. "That's all that matters."

"When I found out that Peter is Spiderman, I was so angry. He let you die." Helen said, obviously not knowing the true story.

"No mom, there was nothing Peter could've done. Harry had him pinned and the cogs were over lapping one another." Gwen explained. "He always said to me that I shouldn't follow him, but if I didn't Electro would have killed him. I guess you could say that it was fate." Gwen said.

"Sorry..." Helen apologised, bowing her head.

"It's okay, but I wasn't angry. I was worried for him, not my own life. He's lost enough in his life; I didn't want to die, not for my sake, but for his." Gwen explained. Helen chuckles. "What?"

"Nothing, it just reminds me of how much you were like with your brothers. You cared about them more than yourself. And you're the same with Peter. How is Aunt May by the way?" Helen asked.

"She's gone, Peter was in Cryosleep when I died, he hunted down Harry, trying to avenge me, and the Cryosleep put him in stasis for twenty five years. He is filled with guilt mom; he refuses to accept that Aunt May's death wasn't his fault. He keeps on thinking that not being there for her is what led her to die." Gwen explained.

"What was it in the end though?" Helen asked.

"I asked the nurse that checked her over, it was simply age." Gwen explained. Helen sighs in grief.

"She was a very strong woman." Helen said.

"Yes, she really was. Very sweet as well. I was very fond of Aunt May." Gwen said.

"Well, she's in a better place now." Helen hoped.

"With Ben." Gwen said.

"What's up with Peter? He's suffering from some sort of infection." Helen asked.

"We snuck into Oscorp to get those spiders that made Peter Spiderman. He is bitten by it and he keeps on telling me that the venom needs to do what it did last time. So I will trust him." Gwen said.

"Like you did at the clock tower?" Helen asked, bitterly. Gwen glares at Helen.

"How dare you..." Gwen snarled in disbelief.

"I'm sorry Gwen but, after what happened..." Helen said.

"I have every bit of hope in that man mom, even when I was falling I didn't stop loving him. I only wanted him to try and move on if he could if I died. But here I am, and I love him too much for that. Words cannot describe how I feel with Peter." Gwen explained, giving her mother a stern glare at her words. "Don't ever say something like that again." Gwen demanded, returning to the reconstruction of Frank's belly.

* * *

Back at Oscorp Tower, Norman looks over his city. Stood beside him is Adrian Toomes. "Adrian, tell Octavius to cut the power to the entire city." Norman demanded.

"Why?" Vulture asked.

"The confusion will give us time to track down the location of Peter Parker, if I know him; he is keeping that spider on the move." Norman stated.

"For how long?" Vulture asked.

"For however long we need to track them down." Norman snarled.

"Okay then." Adrian said, walking away. He turns back to the city, his eyes glowing green. They slightly glow red and his skin pulps up slightly, boils forming with green colourings. His eyes glow red slightly. He snarls, shaking the Goblin away.  
Adrian walks into Octavius' lab. Stood before Octavius is Strass, the first Black Widow Mercenary. "Look Oc, we are going with Goblin when we find Parker okay? We will need better armour, Peter wasn't even back to full strength and he kicked my mercenaries' asses." Strass stated.

"I'll see what I can do Strass." Octavius explained. Strass turns around, walking past Adrian, shoving past him.

"Oc? The boss wants you to shut down all of the power reserves to the entire city, we are gonna use this to disguise our drones." Adrian explained.

"Alright." Octavius agreed.

"Hey? Doc? What's with the eyes of Osborn?" Vulture asked, curious about the strange discolouring in his eyes.

"He has Goblin Virus, or the Osborn Virus. It causes his eyes to change colour and it slowly changes him into a strange goblin creature." Octavius explained.

"Fair enough, the name explains it all then?" Vulture asked.

"Pretty much." Octavius said.

* * *

The lights across the city vanish with a groan as the power dissipates from the entire city. Back at the safe house, Carlyle looks around as the lights vanish. The television sets cut off with a crack and the lights leave the house in darkness. Gwen tends to Peter, who is finally awake and starting to recover from his reaction to the venom. She carefully cleans the sweat off of his face. She looks around as the power is cut out by Oscorp. "What the hell?" Gwen whispered. Curt peers through the blinds, seeing that Oscorp Tower is the only source of light.

"It's Oscorp; they've shut down the grid. They must be doing this to try and find us." Curt explained.

"With no power means that we'll be cold." Gwen said, already starting to shiver from the cold night environment.

"I have some logs; we can make a fire outside. And why not, let's share some war stories." Helen chuckled. Frank looks over, now awake and with a hell of a hangover.

"I can live with that!" Frank laughed, grunting, grabbing his chest.

* * *

As minutes pass, the group sit around the campfire, the warm orange glow of eh fire caressing their bodies. Gwen leans against Peter's chest. Peter strokes her adorable blonde hair, kissing her on the head. Eddie sits alone compared to the rest of the group, looking over at them, cracking his wrists slightly. "How about a ghost story?" Felicia thought.

"You sound like Mysterio when you say that." Carlyle chuckled.

"How about a magic trick?" Eddie mimicked, making everyone chuckle.

"What a bad catchphrase." Peter groaned, still a little bit sick from the venom, never realising how bad the venom was since he was sleeping it off last time. But now it's just like a cold in the dead of winter.

"You know what scares me?" Felicia asked.

"What?" Frank guessed.

"Spiders." She said, eying up Peter.

"Really? They're my mates." Peter chuckled.

"Well, the one that bit you became your best mate." Felicia said. "All the ones I meet just want to scare me!" Felicia said, shuddering at the thought.

"Me?" Frank said. "Snakes, slithering bastards." Frank snarled.

"Hey Frank? What's that?" Gwen joked.

"Fuck! What?" Frank exclaimed, turning, seeing nothing, he turns back, exhaling in annoyance.

"You'll regret that decision of saying that!" Peter laughed.

"I'm getting no sleep tonight." Frank chuckled. Gwen looks over at Curt as he plays with his watch.

"Hey Curt? Can I ask you something?" Gwen asked.

"Sure." Curt said.

"Why is it you always wind that stupid watch? Every time I have ever worked with you, you're always winding it." Gwen asked.

"I've been wondering this myself." Felicia chuckled.

"I'm missing the point here." Curt chuckled.

"Haven't you seen that phones nowadays can be used to tell the time? Why do you stick with a watch?" Gwen asked.

"Well, I like to think that when the day that IPhones just stopped working, I would be safe with my normal watch. My father told me an interesting belief, that watches and phones or whatever you use to record the time, it wasn't to remember time. But to forget it, then to look back, and then you have a new surprise of what the time is." Curt explained.

"That's an interesting idea." Peter agreed.

"Thank you, your father agreed with me as well Peter." Curt said. Peter smiles.

"What about you Connors? What are you scared of?" Gwen asked.

"Losing my son." Curt said, a natural fear, losing the people you love.

"Losing Gwen." Peter said, stroking her hair.

"What about you Eddie?" Peter asked.

"Don't know, the symbiote removed a lot of my fears like heights. Losing my friends I guess, you guys changed me from a monster to someone doing good." Eddie stated.

"I know what mom's scared of!" Gwen giggled.

"Oh dear..." Helen groaned.

"I wanna hear this." Peter chuckled.

"My mom is scared, of the ocean." Gwen said.

"What's bad about that?" Peter asked.

"No, being lost. Alone, that's my fear. The Ocean is a very lonely place, so." Helen said.

"I wanna know what scares Carlyle!" Felicia said.

"Piss off Felicia, nothing scares Carlyle!" Eddie chuckled.

"I don't know about that. The thought of never seeing my wife again scares the shit out of me." Carlyle said. "That and the things that make your skin crawl...and the hairs stand up on the back of your neck." Carlyle said.

"What like Frank?" Eddie joked. Frank turns, raising his middle finger up. Making everyone chuckle.

"No, no there's actually one thing in particular that I'll remember 'till the day that I die." Carlyle began. "Yeah it was back in 2018, me and some men were trying to steal some data from an Oscorp facility. I was with a young fella called James Carlyle, my brother." Carlyle continued, everyone listens to his story. "We both went to a tattoo parlour to memorize our first raid on Oscorp."

"I remember James, he was a right nutcase wasn't he, and he had a scar on his forehead in the shape of a cross didn't he?" Eddie asked.

"Yeah, that's him. Good lookin' fella, big hit with the ladies!" Carlyle chuckled, everyone chuckles at that. "Anyway, we had a few drinks, we too many drinks. So we went down to a Tattoo Parlour and I got a Mexican Dragon done." He said, raising his arm, revealing the impressive tattoo of the Dragon breathing fire down his arm to the elbow.

"Nice." Gwen said, impressed.

"Thanks, and my brother he wanted something a bit more meaning. And being an enemy to Oscorp, he believed that everyone has another shot in life. That we all have a second chance, and that's what Harry hated. Because he couldn't have that. So he got an image of Harry's face with an arrow in his eye, right on his arse!" Carlyle chuckled. Everyone laughs at the image carved into their heads. "Anyways, we went onto a new mission to extract an Oscorp Politician to try and extract organic information. And when we showed up, Rhino was there and he fired a rocket straight at him. Poor fucker didn't stand a chance. And James he was...he was gone." Carlyle said, everyone sits silently, listening to his story. "Yeah we all saw it happen, he was on point, a great big, white blinding crack. And when we picked ourselves off the deck, after Rhino left, James he...he was gone." Carlyle said, pausing for a second. "Just bits and pieces of him, a big fucking red circle, hundred meters." Carlyle expressed, gesturing his hand in a circular fashion. "I'll tell you something guys, it puts things in perspective when you've got to scoop your own brother up with a shovel and stick him in a bin bag. Anyway, the thing that really did our nuts in that day was when you...come across a bit you recognised." Carlyle said, remembering the incident as if it was a collection of photographs. "A bit of ear, a toe a nose a tooth." Carlyle listed. "But the thing that really did our nuts in that day was when you came across a bit of James, with a tattoo on!" Carlyle said. "I mean everything else was burnt to a crisp, covered in claret, all mashed up, and pulped up. Not this bit, this bit was perfect." Carlyle told. "So I guess you could say that James was right, that he was given a second chance, just not how he hoped it would. Or maybe you could say that James was just unlucky."Carlyle said. "Anyway, it told me to keep a very open mind; I always called my little brother mental when he talked about that. But that is what I believe now." Carlyle finished. "To James." Carlyle said, raising his mug of coffee.

"To James." They all toasted.

* * *

As hours pass by, the sun returns to the world like a giant lamp. As they all awaken, they all pour themselves some mugs of coffee. Helen pours herself a mug, Frank walks up beside her, pouring his own one. "So what do you think Gwen's gonna name her kid?" Frank innocently asked. Helen abruptly sprays coffee from her lips in shock. As she does that, Frank then realises.

"What? She's pregnant?" Helen interrogated.

"No!" Frank abruptly defended. "I was thinking about someone else!"

"You said Gwen." Helen snarled.

"No I didn't!" Frank defended, making it clear. Helen storms off. Frank slams the palm of his hand against his head. "Shit."

Gwen steps out of the shower, her clothing back on her perfect body. As she closes the door, Helen is stood there, waiting for her with arms crossed and a raised eyebrow. "Oh my god!" Gwen yelped. "Don't do that!" Gwen yelled.

"So, what are you going to name the kid?" Helen asked. Gwen sharply turns.

"Who told you?" She aggressively asked, storming towards Helen, her eyes so wide open they could probably fall out.

"Don't blame Frank; he didn't know that you didn't tell me. But why did you lie? I wouldn't have been disappointed in you honey." Helen said.

"You wanna know why? You hate Peter. That's why; you made that perfectly clear last night!" Gwen said, defending Peter.

"Actually, when you explained everything last night, my views were changed completely on Peter. Honey, you have my full support." Helen said, smiling, patting her on the shoulder.

Peter looks outside at the tower of the Empire State Building. Knowing that the only way to fix the sense is to make the body be used to it. He turns to Eddie. "Eddie, tell Gwen I've gone for a walk, I'm just finishing something." Peter said, walking away from the house.

* * *

Peter stands on top of a small building, firing his webbing at a flagpole, swinging from flagpole to flagpole. He whoops, believing that he's truly back. He aims his web at another flagpole, launching a web, but the web misses. "Uh Oh." Peter groaned, plummeting down. Screaming. He crashes down into a tub full of feathers and wool for furniture products. Peter sighs, blowing upwards, shooting a ball of fluff of his nose.

* * *

Peter climbs up the Empire State Building, praising that his sticky hands can give him the ability to climb up the walls. Peter throws himself up onto the top of the huge tower, looking around. Peter stands on the roof of the Empire State Building. Overlooking the beautiful city of New York. He looks around, the sun glistens against his white eyes. He turns to see Richard stood beside him, his Guardian Angel arriving at his wishes. "What do I do?" Peter asked.

"You need to understand that you need the sense to do the work for you, not letting you trying to control the sense." Richard explained. "When you learn how to do this, you can give the people of this city, of this world an ideal to stride towards. The ideal of peace, of freedom, of hope." Richard said. "They will stumble, they will fall, but in time. They will join you Peter. In time, you will help the people of this city accomplish wonders." Richard assured, resting his hand on Peter's shoulder. "You can save everyone." Richard said, vanishing. Peter turns away, understanding what his father taught.

"Just close my eyes, black out everything, and let the sense do the work." Peter hoped. Peter looks down, closing his eyes and tipping forward. He plummets down the tower, waiting for his Spider Sense to return. As he falls, getting closer to the ground every second, he hears a slight ringing sound, allowing him to launch a web onto a building. Peter swings forward, releasing and flipping through the air, whooping.

"Yeah! I'm back!" Peter cheered. He fires another web at a building, swinging through street filled with traffic. Peter whoops as he swings past all of the yellow taxis. Pedestrians cheer and whoop as they see the Spiderman swing through the traffic. Peter releases his hand from the web, flipping through the air. He launches a collection of webs up the buildings, increasing in height into the air. He launches past a helicopter, gracefully moving through the air. He fires a web onto the spire on the Empire State building, swinging around it, he releases, diving down the tower, firing a web, launching himself away.

...


	12. The Price of being a Hero

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Norman Osborn wipes his hands across his face, water covering his hands and face as he cleans himself. He looks at his own reflection, his irises showing flecks of red and orange behind the glowing green eyes. He looks at his own neck, seeing some sort of infectious looking inflammations. Dark green, rough skin. He grates his inflammation with his fingers frustratingly. He stops, seeing carving marks on his neck, blood leaking out, he looks at his fingers, seeing razor sharp goblin like nails. He shudders, staggering back from the look of his own hand. "What's wrong with me?" Norman snarled. "This is a Hydra plot isn't it?" Norman snarled, pressing his hands against the sink. "Peter Parker will not stand in the way of my revenge..." Norman hissed. The door opens, Strass entering.

"Sir?" Strass reported.

"What is it?" Norman bellowed, the green eyes glow bright red in fury. Strass takes a step back from intimidation, his eyes widened.

"Our spies have seen Spiderman swinging through the city; he has been bitten again by one of the spiders when he stormed the tower with his friends. He has his powers back." Strass stated.

"Set up the trap, get Marko to that construction yard, plenty of sand for him. I want you to follow him, wherever he dares to go." Norman ordered.

Back at Helen's house, Gwen sits down on the bed, twiddling her hair with her delicate fingers. Helen sat beside her. "Do you know yet?" Helen asked.

"No, we only did it a few weeks ago. I only know that I'm pregnant." Gwen explained.

"Well what do you want to name it, girl or boy?" Helen asked.

"If it's girl? Emma, I thought that would be a nice name." Gwen said, smiling, looking down at her belly.

"And what if it's a boy?" Helen asked.

"I don't know. Gabriel, Richard, Jamie. There's so many names that it could have." Gwen explained.

"What name would you want to wake up saying Hello to?" Helen asked.

"I don't know." Gwen said, sniffling.

"You know? When I was pregnant, when you were inside of me? I was going through the same problem. Trying to think of a name is difficult. But I wanted to think of a name that I could be happy to wake up to say hello to every morning honey." Helen stated, smiling, rubbing her nervous daughter on the back. Gwen exhales, her eyes becoming teary.

"I'm scared, I am. Not about the baby, not about how much it will hurt, it's Peter." Gwen whimpered. "He's Spiderman, and I love that he's that. But I love Peter Parker more, and, the people he has to fight, I fear every day that he won't come back home." Gwen cried, wiping tears away from her beautiful blue eyes.

"Hey...I know that I haven't been the nicest person to Peter at the moment, but if there is one thing that I know about him, it is that he is the strongest man I have ever met. I won't lie; he is stronger than your father. The things he's done, your father would be proud of both of you. And that is what you need to realise, that he will always come back to you." Helen assured, hugging her daughter affectionately. Gwen rests her head against her mother's shoulder, sniffling.

* * *

Gwen walks outside of the house, looking around. Her blonde hair blowing gently in the wind, majestically. She turns, seeing Peter swinging over to her, grabbing her. She yelps, holding on, she looks into Peter's eyes, realising that he has re-mastered the sense. She giggles, smiling at him. Peter swings through the city, landing on the beautiful Brooklyn Bridge, holding Gwen tightly. He looks into her eyes. Her blonde hair blows elegantly in the wind. "Hopefully I don't get interrupted this time." Peter laughed. Gwen giggles.

"We were interrupted weren't we?" Gwen laughed.

"I will go with you, anyway you want to go, I will support and help you every step of the way." Peter said, stroking her hair compassionately.

"You will?" Gwen asked, smiling.

"With our baby, I will always support you, whatever you want, you need. I will get it for you. Because I love you so, so much." Peter romantically said. His words bring glistening tears to Gwen's adorable eyes. Peter pulls out a tiny red box, opening it to reveal a beautiful ruby and sapphire crystal ring. Gwen gasps in amazement. "Gwen Stacy. No matter what happens, whoever tries to get between us, I will always protect you, I will always love you. I will always be there for you. Gwen Stacy...Will you do me the honour of marrying me?" Peter requested. Tears of happiness blow out of Gwen's eyes.

"Yes! I will!" Gwen squealed, they both hold one another tightly and closely, kissing each other so passionately. A warm fluttering sensation fills both of their hearts. Peter fits the ring on her finger. They both share another warming kiss as the sun sets. The stunning orange glow of the setting sun booms on their bodies. They look into each others eyes. Brown and Blue.

"I will love you forever." Peter assured, stroking her face.

"That's the most cliché romance line ever!" She giggled, making Peter laugh. Gwen pulls Peter closer, laying a very affectionate kiss upon Peter's face, stroking his hair, wrapping her arms around his shoulders. Peter holds her waist lovingly as they kiss. During the happiest moment in their relationship, a terrifying cackle emerges while the two kiss. Norman Osborn shoots around them, laughing maniacally. They end their romantic moment, staring at the deranged psychopath.

"Oh I'm sorry did I ruin the moment?" Norman snarled. He looks at the scenery. He cackles, turning to Peter. "Well isn't this place familiar?" He snarled, referencing the night that Gwen and Peter were here last time.

"Why can't you just leave us alone?" Gwen asked. "We've done nothing."

"You haven't." Norman said, pointing at her, his finger moves towards Peter. "You killed my boy." Norman snarled.

"He left me no choice, he was killing my friend." Peter stated, trying to convince Norman Osborn.

"Bullshit! Everyone has a choice Peter Parker! You chose murder." Norman snarled, not understanding the situation Peter was in. Peter holds Gwen tightly, launching a web onto the bridges, swinging through the city. Goblin pursues them on his Glider, laughing demonically.

"Just leave us alone!" Peter yelled.

"Never! For as long as Spiderman exists Peter! So will I! So will Oscorp! It's an unbreakable chain of events! You cannot be a hero without a villain!" Norman roared, Peter realises that everything that Norman just said is true. Peter makes a sharp turn around a building, grabbing onto a building, holding Gwen tightly. Gwen wraps her arms around Peter, pressing her head against Peter's chest. Goblin snarls, hovering round the building on his enormous Glider. "The itsy-bitsy spider, climbed up the water spout, down came the Goblin, and took the spider out!" Norman laughed maniacally, launching a missile at the couple on the building. Gwen screams in fear and Peter swings away, trying to hide from Norman to protect Gwen, and get back to their home. "Out came the Symbiote, and hunted down the girl, and the itsy-bitsy spider, climbed up the spout again." Goblin snarled in sing-song. Suddenly a red web shoots at them and Carnage roars, lunging at them, slashing his claws at them over and over again, bouncing off of the buildings, pursuing the two. Gwen closes her eyes, holding on tight as Peter tries to flee from the red menace. He accidentally swings through the streets, towards an Oscorp trap. Flint Marko stares at them, slamming his hands into mounds of sand in the ground, absorbing it. His body grows into the enormous, muscular body of sand grows. The huge monster swings at the two, trying to knock them out of the sky. Peter's spider sense rings, giving him time to dodge the fist, vanishing around the buildings. Peter swings through the alleyways, trying to swing back towards the safe house, which was nearly compromised.

The two return to the house, Peter makes sure that she's okay. "I knew I'd jinx it!" Peter chuckled, making Gwen giggled. She looks at her beautiful ring.

"I still say yes." Gwen assured, smiling.

"There is one slight problem though, we probably shouldn't invite Oscorp." Peter chuckled.

"I wasn't planning on it." Gwen laughed. Her eyes widen, remembering what Richard told her to do when she was in the tower. "Peter! I've just remembered, I know what we need to do to stop Oscorp!" Gwen stated.

"You're telling me this now?" Peter questioned, his eyes burst open in disbelief.

"Well, with that proposal and the other stuff, it kinda didn't make it out." Gwen said.

"We need to talk with the others, come on." Peter said, guiding her towards the building. Watching from the bushy land, Strass stares at the two, his eyes sternly watching like a wolf.

...


	13. Attacking His Heart

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Norman snarls, scraping his fingers against the mirrors in the bathrooms, cackling insanely as the Goblin starts to take him over. His canines transforming into fangs. "Peter Parker, even after everything, he has hope." Norman hissed. "And that is what we will take from him." Norman snarled, turning round to see Cletus leaning against the wall by the door, scraping the concrete with his sharp fingers.

"We make him hopeless again huh?" Cletus snarled. "That worked perfectly last time." Cletus snarled sarcastically.

"That's because he knew that the Reviver still works, we need him to believe that it is gone, and then we kill her." Norman snarled.

"I have a better idea." Cletus said.

"And that is?" Norman responded, listening to Kasady's proposal.

"We attack what lives inside of Miss Stacy. The child. That will break not only Peter, but Gwen as well. We then kill her, we kill the other friends of his so he is a lone, and then he will come to us." Cletus snarled. "This should be easy. All it should take is some harmful chemicals or dust, and then we wait."

"Well, if that's the case, then it should be soon. Remember their house?" Norman hissed.

"Ah yes, that only depends if she was pregnant then." Cletus said, walking back and forth.

"She was. We heard that she was." Norman said.

"Good." Cletus laughed, evilly.

* * *

Peter gently places a mug of warm coffee down on the coffee table before Helen, who is sadly nearing the end of her life after twenty five years. "Thank you." Helen thanked. Peter carefully sits down in the chair, sipping his mug. Helen looks to Peter. "Peter?"

"Yes Miss Stacy?" Peter asked.

"I know about Gwen being Pregnant." Helen said. Peter nods slightly, placing his mug down on the desk, turning to Helen.

"Okay, just so you know, I love Gwen so much. I really do, and we talked about this idea for so long." Peter explained.

"I know, Gwen said to me." Helen said, smiling. "I was disappointed in you once Peter, when Gwen died, I know it sounds harsh but..." Helen confessed.

"Don't be, you had every right to be. I'm still disappointed in myself for letting her die." Peter said, his eyes looking down.

"Well she's here now, so I ask one thing for you. I'm getting old, I haven't got long left, and I only ask that you look after her. I know that you are the perfect man for her, please just show that to her." Helen begged. Peter smiles, nodding.

"I will." Peter pledged.

"Then you have my blessings." Helen assured, smiling kindly at him. Gwen walks through Helen's house, her adorable blue eyes scanning the entire room for the fridge, to get a drink. As she opens the fridge, a sharp, agonizing pain strikes her belly, causing her to cry out in pain. Peter and Helen turn sharply at the sound of her screams, rushing over to her as she slides down to her knees, crying in pain. "It hurts so much!" Gwen cried. Helen looks at Gwen, seeing her grabbing her belly in agony. Curt runs over, seeing her in agony.

"Helen! Peter! Get her onto a bed; I need to check her over." Curt said, running over to his scanner in his bag.

"What's wrong with her?" Peter asked.

"She's displaying symptoms of a miscarriage, but I need to be certain!" Curt stated.

The two carefully lay Gwen down on the bed, Peter strokes her face, kindly. "What did Connors say?" Gwen whimpered.

"Nothing, it's okay." Peter assured, lying to keep her hopeful, which hurts him. Curt runs inside, activating his scanner, hovering it over Gwen, his scanner picks up some harsh words. The words _Miscarriage. _Curt snarls in defeat, looking at them with teary eyes.

"Gwen, Peter. I'm so sorry. It's gone." Curt weakly stated. Gwen sharply stares at Curt.

"What? What's gone?" Gwen whimpered.

"You've had a miscarriage." Curt stated, hurting himself. Helen covers her mouth in horror and sorrow.

"No..." Peter whimpered.

"No!" Gwen cried, falling off of the bed in distress. Gwen cries out in anguish as Curt breaks the horrible news to her. Peter stands in disbelief, seeing the strongest woman, or person that he has ever known crying, losing every scrap of hope. She smashes her hand against the window in grief, tears flowing out of her eyes, down her smooth cheeks. She sinks to her knees, sobbing. Peter walks over to her; Connor's bows his head mournfully, leaving with Helen. Peter is speechless, stuttering. "My life is just...one big joke!" Gwen cried.

"Hey! You're life is not a joke, it never was." Peter said.

"What could you know?" Gwen cried, staring at Peter, not her words.

"I don't. But your life is no joke Gwen." Peter stated.

"Yeah well, I'm sorry that I can't give you a miracle." Gwen sniffled. "You were right, there are no miracles." Peter holds his hand out to her.

"Will you smile? If I prove that I was wrong?" Peter asked. Gwen turns, gently holding his hand, standing up, looking at him, her eyes glowing red from sorrow.

"About what?" Gwen sniffled.

"Miracles..." Peter stated. "My life was never filled with miracles, everyone I ever loved either died or left me. I had every reason to believe that miracles never existed. Until, finally, a girl turns to me in a classroom, the most beautiful woman I have ever seen, asking me if I was okay." Peter said, making Gwen's jaw drop slightly from the kindest words that she has ever heard from a person. "A girl who had no reason to talk to me whatsoever, she turned, and we loved each other. And even when she was gone, she came back to me. Even through all the hell I went through, the only person who was always there for me, who always came back...it's you." Peter stated, placing his hand on Gwen's cheek, smiling. "Only you...stayed with me through all of this." Peter said, smiling kindly, making Gwen smile back with tears of love. "To be my light at the end of the tunnel, through all of this chaos. It's like turning air into gold...a miracle." Peter said, giving an affectionate kiss on Gwen's lips. "Anything Gwen that you would ever want from me, I will give it to you, because that is something Norman will never be able to take away from us, our love for each other is unbreakable." Peter assured. Gwen smiles, hugging Peter.

...


	14. Finding the AC130

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Peter sits back in the chair, Gwen on his lap, still crying slightly, her head pressed against his chest. Peter exhales in grief. "I've had enough of this." Gwen quietly confessed.

"What?" Peter asked.

"Oscorp, I've had enough of them taking the things we love away from us. It's time to get rid of them." Gwen snarled angrily. Tensing her arm slightly. "They took my father from me. They took me from you. And now our baby. No more." Gwen said.

"Amen." Frank said, walking into the room, leaning against the wall. "Kingpin was the man that murdered my family, Rhino killed Carlyle's brother. Carnage and Venom, Carnage killed Flash. Goblin killed Prowler. It's time we end this." Frank stated.

"How? Where do we start? We don't even know if that plane is still at that Airbase." Peter explained.

"I know how we can be certain, but it means going back into the tower. We need to look at their facility databases, if I can get in there I can search for that AC130." Frank explained.

"Can you fly one?" Peter asked.

"I have training, but I'll need a co-pilot." Frank explained.

"I'll do it." Carlyle said, walking inside, looking at them with his only eye, the other, burnt one covered by his black eye patch.

"You got a plan?" Peter asked. Frank nods. "Then let's suit up." Peter said.  
Peter picks up his mask, looking into the eyes, pulling it down his face, the bug eyes dropping over his brown, fury filled eyes. He fires his web shooter at the wall, making sure that it is working, a long cable of web attaches to the wall. Eddie stands outside, roaring as Venom to the sky, his symbiote tingling as he bellows to the sky with a thunderous roar. Felicia opens her hand up, sharp cat claws emerging from her fingers. The group all walk into the living room, all suited up. They all look at Frank. "What's the plan?" Eddie asked.

"Okay, Oscorp tower has a facility inside that keeps tabs on their other facilities across the globe. To be certain that the AC130 is at the Alaskan Airbase, we need to find that room and find the location of it." Frank explained.

"The whole tower's gonna be on high security. They now know that Peter's back." Felicia stated.

"Then we fight our way through. This is personal now. All of them have taken something from us. Let's end this." Frank snarled.

"I'm coming with you." Gwen said.

"No you're not. I'm not losing you too. Not again." Peter said.

"Peter, don't try and stop me. Please, they've taken my baby. I'm helping, whether you like it or not." Gwen stated. Peter stutters, looking at Frank.

"Gwen, it's too dangerous in there." Frank explained. "The entire facility is gonna be filled with those guys."

"I don't care. I'm coming with you." Gwen said. Frank turns to Helen.

"If that is her choice. Who am I to argue? I only want you to keep her safe." Helen instructed, pointing at Peter.

"Okay but don't wander off." Frank commanded.

Kingpin walks through the hallways of Oscorp, walking towards Adrian Toomes as he leans against the wall, smoking a cigarette. "Adrian!" Kingpin called, walking over to him. Adrian turns to the large man, groaning.

"What is it now Fisk?" Adrian snarled. His mechanical wings flutter slightly as he throws the cigarette on the floor.

"Norman's told me that we need to find where Peter Parker has been hiding, he needs me, you and Marko to come with him." Kingpin explained.

"Why? Has he found their safe house?" Adrian asked.

"Yes, Strass has." Kingpin stated. "And he has told us that they have all left the building, only one person is there at the moment. We will find that spider." Kingpin said. "I'll be arriving in a chopper."

"Got it." Adrian responded. Suddenly a huge quaking bang reverberates through the building. Adrian staggers as the building violently shakes. His wings spread out and he jumps over the catwalk, gliding through the building. Inside of the building, a cloud of smoke and dust fills the room. Soldiers panic aiming their rifles at the explosion spot, shouting. One of the soldiers activates a flash-bang grenade, throwing it into the dust. Peter suddenly jumps out, firing a bio-cable from his web shooter, throwing the grenade back at the soldiers.

"You dropped something!" Peter yelled. Peter turns his head round, covering his ears. The flash bang grenade detonates, all of the soldiers scream in confusion. Frank suddenly storms inside, firing his sub machine gun at the soldiers. The soldiers drop to the ground, bullets imbedded inside of their bodies, his body absorbs them like a sponge absorbing water. Vulture snarls, his wings open up and he dives down towards them. Peter turns, seeing him gliding for him. Vulture slams both feet against Peter's chest, throwing him against the wall. Peter grunts, looking up, seeing Vulture swinging his fists at him. Vulture's fist smashes through the wall as if it is made of plastic.  
Carlyle leans against the wall, seeing the soldiers, a Mini Uzi in one hand. Carlyle turns round, blasting a wave of small bullets into their feeble bodies. Suddenly heavy thumping quakes through the building. Like heavy footfalls. The sounds strikes fear into his heart. He looks forward; walking through the smoke is Rhino, the huge horn on the top of his head not yet slammed down. Aleksei looks straight at Carlyle, smirking evilly. "I remember you. Nicolas Carlyle! How's James?" Aleksei laughed evilly. Carlyle yells with a vengeance, firing his Mini Uzi at him. The bullets simply bounce off of Rhino's armour plating. Aleksei laughs, sprinting at Carlyle, slamming his horn against the wall. He rips his head free, staring at him.

"You bastard!" Carlyle snarled, throwing his gun on the ground. Rhino turns, seeing Gwen. Her eyes widely open in shock. Gwen flees from the giant. Rhino snarls, sprinting after her, smashing through the hallways. Gwen runs outside, breathing heavily and repeatedly. She hides behind a car in fear. Heavy footfalls of Rhino become heavier and heavier as he gets closer. Her lip trembles, since she is unable to fight him, she is utterly terrified. The car suddenly disappears, being thrown across the street by Rhino. Rhino stares at her.

"Hello there." Rhino snarled. Gwen screams, fleeing. She runs outside of the tower, realising why Peter didn't want her to come.

"Peter!" Gwen screamed on her mic on her ear.

"Gwen? Where are you? What's happening?" Peter asked.

"That Russian guy! Aleksei he's alive! He's..." She whimpered, she turns and suddenly a loud, terrifying laugh approaches her. She stops, seeing the glider riding Green Goblin hovering in front of her. As she stops, she turns around to see Aleksei aiming his Machine Gun on his wrist at her.

"Where do you think you're going?" Norman snarled, his eyes glowing bright red. His hands no longer looking human and his ears being formed into massive sharp goblin hands. She looks straight at the monster, no longer human.

"Norman?" She whimpered, looking at the enormous Goblin Creature.

"Your services at Oscorp are no longer required." Norman snarled. The machine guns on Rhino's wrists cock.

"Goblin!" Peter howled. Norman turns, seeing Peter swinging around the building towards Norman. Peter kicks Norman in the chest, slamming him off of his glider. The two bounce along the road. Norman slams against an abandoned car, snarling. He stands up, grabbing a car, picking it up with his super sized muscles on his arms. He snarls, laughing at the same time.

"I love this form!" Norman roared.

"Stop this Norman!" Peter yelled.

"Never Peter! When I get that spider from your little safe house, Hydra will not stand a chance!" Norman yelled, throwing the car at Peter. Peter screams, leaping out of the way, sliding along the ground. The car explodes on impact of the ground. Peter stands up, seeing the enormous monster sprinting at him, jumping in the air, punching Peter in the face. Peter groans, trying to stand back up, his white eye on his mask cracked in. Norman grabs him, picking him up, holding him in the air with both hands. "For sixty years I've built this company up!" Norman bellowed, smashing Peter on the ground violently. He stamps on Peter's chest, roaring. "I built this company from nothing!" Norman snarled, grabbing Peter by the head, staring into his eyes. "And nothing's gonna stand in my way!" Norman growled, throwing Peter into a bus. Peter vanishes into the bus and Norman walks away, stepping onto the Glider. A missile drops down, aiming at the bus. "Least of all...you." Norman snarled, firing a rocket into the bus. Peter leaps out just as the missile explodes, destroying the bus. Peter jumps onto one of the cars, staring at Goblin. "Impressive acrobatics!" Norman laughed. Peter fires his web at a flagpole, swinging around the street, kicking Goblin in the head.

* * *

Soldiers defend the tower against the team of heroes. Suddenly a massive scaly hand grabs a soldier by the head, tensing his muscles to the point of squishing his head like an orange. He slashes his whip like tail across two soldier's faces with enough force to shatter their skulls. Felicia sprints at a soldier, jumping on him, pressing her knees against his chest, pushing her claws into his jugular so far that her actual fingers were in his neck. She swipes her hand across, slitting his throat violently. Blood sprays out like a fountain from his throat. She turns to see a soldier aiming a rifle at her. Suddenly a shotgun blast smashes the soldier's face off. Behind him is Frank with a pair of sawn off shotguns, battling the soldiers. When one shotgun is out of shells, he throws it on the ground and unsheathes his knife, sprinting at another soldier. He drives the blade of the knife into one of the soldier's eye balls, ripping the eye out when he pulls it out. Eddie grabs a soldier by the face, snarling, throwing him against the ground violently. He turns, seeing a red symbiotic web grabbing his hand. He turns to see Carnage. "Hello again." Carnage snarled. Eddie snarls. The symbiote climbs over his face, taking over his face and becoming Venom. Venom swings his fist straight into the face of Carnage. Carnage grabs Venom, throwing him into Octavius' lab. Venom snarls, dragging his claws into the floor. He turns, seeing the enormous room, the Odin's Eye device.

"Odin's Eye?" Venom mumbled.

"Like it? Well let's have a look shall we?" Carnage snarled, kicking Venom in the chest, through the window. Venom snarls in pain, grabbing his arm. Carnage jumps down, inside of the massive room. Under the base of the building itself. Venom looks up; the Venom head peels away, revealing Brock's. He can see the moon in the sky, with a small black square in the sky. The panel of which the beam impacts.

"What is this?" Eddie snarled.

"The future." Cletus responded, the Carnage face peeling away as he walks towards him. "You see Eddie; this is just the beginning of what Oscorp is ready to share. We have the technology to create portals. Imagine what we could do with that." Cletus stated.

"Call me old fashioned but I like the world as it is." Eddie snarled.

"Afraid of change are you Edward?" Cletus hissed, insultingly. Behind Cletus, inside of Octavius' laboratory is a black figure, unable to make it out. The figure suddenly launches a web at Carnage, a white web, throwing him against the wall. Carnage snarls, pressing his hands against the floor. Venom looks at the man, being Peter.

"Managed to get away from Goblin for a second." Peter stated, helping Venom back up. They turn, suddenly seeing Carnage stood back up.

* * *

Gwen sprints through the building, trying to find Peter, but she finds something far more interesting. Stunned and injured, is Donna. A deep cut in her head and her arms damaged, the symbiote healing over. She walks over to the woman on the ground. "Donna?" Gwen quietly asked, placing her hand on the scientist's shoulder. She looks at her, her eyes widen.

"Gwen Stacy? You're alive!" She praised, her eyes widened.

"Who did this?" Gwen asked.

"Cletus, I shouldn't have thought to trust him." She squirmed, grabbing her injured arm.

"You need to help us stop this." Gwen begged.

"They can't be stopped." Donna whimpered. Her expressions change as Scream's face takes over, staring at her. Donna suddenly grabs Gwen by the throat. "I won't!" She snarled.

"You once told me, that science can save humanity, if given to the right people, because we have the intelligence to do so." Gwen weakly said.

"A privilege." Donna said, nodding quickly, the symbiote head peeling back.

"The symbiote is turning you into something you're not. Don't listen to it." Gwen begged. Donna's eyes dart around, making her realise that Gwen is speaking the truth.

"She's right." Donna said, the voices in her head arguing. _She will betray you. She is lying. _The voices continue to whisper these lies. "Listen...listen to me now." Donna demanded. "Listen to me now." She sternly snarled, the voices disappear and the quivering symbiote calms down, like Venom's symbiote. She releases her grip on Gwen, dropping her.

"How do we stop Carnage?" Gwen asked.

"He can't be stopped." Donna confessed.

"Think!" Gwen instructed.

"Wait, it may not kill him, but it will get rid of him." Donna said.

"What?" Gwen responded, hooked to the idea.

"Odin's Eye, we send him into the void." Donna said.

"Then we use it!" Gwen said.

"We can't, not without Octavius, the last place I saw him was his laboratory." Donna groaned.

"Then we convince him to help us." Gwen suggested.

"How?" Donna groaned, slamming her fist against the ground, pushing herself up.

"I think I may have an idea." Gwen said.

* * *

Frank sprints through the tower, firing his sub machine gun into the face of an Oscorp soldier. As he runs into the Archive, he suddenly meets the fist of Strass. Strass stares at him. Frank snarls, jumping at Strass, pushing his knife towards him. Strass looks into his eyes. "So useless, as always. Couldn't even save your family could you?" Strass snarled. Frank yells in anger at him, head butting him, cracking Strass' nose. Frank grabs Strass by the neck, throwing him against the wall. Strass snarls, firing his webs at Frank, throwing him against the wall. Frank turns to see his knife. Strass fires his webs around, swinging towards Frank. Frank grabs his knife, driving it into Strass' heart. Strass yells in agony. Frank stares into Strass' eyes, twisting the blade aggressively. Blood drools out from Strass' lips.

"Swing away from that you son of a bitch." Frank snarled, pushing Strass onto the ground, scraping the blood away from his knife, running past Strass' corpse on the ground. Frank looks on the archives, typing the letters _AC130 _into the console. "Come on where are you?" Frank mumbled. He searches through. Only one file coming up. The Alaskan AC130 is still there. "Thank god!" Frank praised.

Gwen and Donna sprint through the building, entering Octavius' laboratory. The smashed window where Carnage kicked Venom through still there. They find Octavius working, pulling out a massive gun. Firing a beam of energy at the two. Donna grabs Gwen, pulling her away. "You like this?" Octavius snarled.

"Stop this Octavius!" Gwen begged.

"Why should I? This is perfect research!" Octavius snarled.

"No! Goblin! He's planning something horrific; he's going to kill millions! You didn't see the monster I saw!" Gwen yelled. "Do you really think he will stop there?"

"How should I know?" Octavius yelled back.

"Exactly! He hasn't told you the entire plan has he? He will kill millions to stop Hydra! But the man won't stop! You've seen his actions!" Gwen shouted.

"Listen to her Octavius!" Donna shouted. Octavius actually begins to listen to Gwen's beautiful voice. Dropping his gun.

"No, our work is too important!" Octavius snarled.

"We just need you to help us! We don't ask you for anything else!" Gwen yelled. "Just activate Odin's Eye! We need to stop Carnage!" Gwen yelled. Octavius turns to see Carnage throwing Peter across the room and kicking Venom in the head, laughing maniacally.

"Why?" Octavius snarled.

"Because if you don't, you'll be nothing, but Norman's bitch!" Gwen snarled. Octavius growls, sprinting round, his arms opening up and ready to tear her apart. But they stop. Octavius turns, seeing the madman, his mechanical arms close up, scraping the sharp fingers together.

"You're right." Octavius quietly said. "But if I activate that portal, Peter, you and I will need masks. Donna and those two down there though won't if the symbiote takes them over, the symbiote can survive in space." Octavius explained. He points to a collection of Astronaut like masks. Gwen grabs one of them, looking at Peter.

"Peter!" Gwen screamed. Peter turns to her call. "Catch! You'll need it!" Gwen shouted, throwing the mask to him. Peter catches the mask, attaching it to his head, taking his Spiderman mask off so it can work properly. He attaches the oxygen mask to his back. "Everyone! I'm gonna activate the Odin's Eye!" Gwen called on the radio.

"Wait! Rhino's up here! I need him to be near to the beam location; it will fry him won't it?" Carlyle reported. Gwen turns to Donna.

"Yes." Donna said.

"Yeah." Gwen responded.

"On my mark, do it." Carlyle reported. Carnage snarls, grabbing Peter by the head, looking through the glass mask.

"Don't you look cool with your little mask?" Carnage snarled, talking like he's talking to a child. "Not like you need it though, only Octavius can activate it." Carnage snarled.

"Then it's a good thing I have him." Peter chuckled. Carnage looks up, seeing Octavius with his hand on the button.

"Sentiment..." Carnage snarled.

"Push the button!" Carlyle ordered. Octavius smirks, pushing the button in.

"No..." Carnage snarled. The device hums and a long purple beam shoots into the centre of the room, shooting up the tower. Carnage, Venom and Peter look up at the beam as it impacts the panel in orbit, like a twinkling star. The vacuum of space is so powerful the three suddenly all are pulled towards it. Gwen, Donna and Octavius hold on as the vacuum roars. Venom leaps at Carnage, kicking him and they all get pulled through the portal. Peter fires a web onto Venom's hand, preventing him from floating away. Peter launches his other web through the portal, holding on in the vacuum of space, an oxygen mask on. Also holding Venom with his other web. Carnage roars, holding onto Venom's leg, roaring. Being between the world with gravity and space, they are still inside of the suction, meaning that they can still be pulled away. The symbiote allowing him to breathe, since it came from space in the first place.

"Hold on Eddie!" Peter yelled. Venom looks at the web keeping all of them from vanishing into the void, being pulled loose from the vacuum of space. Each web strand being broken off slowly.

"Peter..." Venom said. "Look, you've got to let go." Venom said.

"If you let go Peter, I will never stop hunting you and that blonde!" Carnage roared.

"No Eddie we're fine!" Peter yelled.

"The web's coming loose!" Eddie replied. Carnage roars behind them. "You need to let me go, or all of us die."

"Just hold on!" Peter yelled, the web nearly coming apart, dangling by a thread.

"Peter let go." Venom said.

"No do not let go!" Carnage yelled.

"No...You're not going anywhere Eddie." Peter said. Venom chuckles, smiling.

"It's not up to you." Venom said, placing his claw underneath the web. Carnage's jagged white Spiderman eyes widen in shock.

"Don't you dare cut that web. Don't you dare." Carnage threatened. Venom ignores him, looking up at Peter, begging him not to do this.

"No don't do this...don't. Eddie." Peter begged. Venom smiles.

"You're gonna make it Pete." Venom said, severing the web with his claw. The two symbiote covered men fall into space.

"No! Grab me! Grab me! Grab me!" Carnage's roars yelled, becoming fainter as he gets further away with Venom, vanishing into the black void of space. Peter turns round to see the web keeping him from being sucked away severs from the pull of space's vacuum. Peter yells in horror, suddenly a large mechanical arm grab's Peter's leg, pulling him back through the portal into Earth. The portal closes as soon as the arm pulls him through. Peter looks up to see Octavius, his head bruised. The loud roar of the vacuum vanishes.

* * *

While Venom, Carnage and Peter clash, before the Eye is activated, Rhino turns, seeing a helicopter hovering in front of him. Inside is Carlyle, wearing heavy armour that could with stand a fifty calibre bullet, who has been picked up in the chopper. Aleksei laughs at them. "Ever seen a flying Rhino before? Well here's the first time if you haven't." Aleksei snarled, his massive mechanical legs shift and transform with massive thrusters inside. "Many thanks to Mr Stark." Aleksei snarled, lifting up as the thrusters vomit out flames. He shoots after the helicopter rather slowly.

"Get him to the roof! That way he can't hurt anyone else!" Carlyle ordered. The Helicopter rises up as it increases in altitude. The Rhino roars after the helicopter, reaching his hand out to the tail of the helicopter. As the helicopter rises over the top of the roof, Carlyle jumps out, only with a pistol. He turns to see the helicopter disappearing, being pulled down by the huge machine. Carlyle hears the sound of thumping. Climbing up the building is Rhino, jumping up, staring straight at him, snarling.

"Just you and me!" Aleksei snarled, grabbing Carlyle and throwing him. He bounces along the rooftop, if it were not for his armour plating he would be dead by now. Carlyle hides behind the wall.

"Everyone! I'm gonna activate Odin's Eye!" Gwen called. Carlyle activates his radio, responding.

"Wait! Rhino's up here! I need him to be near to the beam location; it will fry him won't it?" Carlyle reported in, whilst Rhino smashes up the air conditioning units, searching for Carlyle.

"Yeah." Gwen responded.

"On my mark, do it." Carlyle ordered. Rhino laughs.

"Playing hide and seek are we?" Aleksei chuckled. Carlyle suddenly jumps on Rhino's back, opening up plating, finding the cables that link to the visor and targeting system of his suit.

"This looks important!" Carlyle snarled, grabbing the cables and ripping them out. The cables bleed out sparks as he rips them out. Aleksei yells, grabbing Carlyle and throwing him on the ground. His cockpit opens up, revealing the mainly cybernetic, bald man.

"You know, I never thought that I'd have a taste for this sort of thing. But I must admit, I love this suit!" Aleksei laughed, crushing his gun and throwing it at him. Carlyle turns to the hole in the roof where Odin's Eye will activate. "You finally outdid yourself Nicolas. You made an army, you've convinced the bug to help. You've made your brother proud." Rhino snarled, smirking at him. He fires his machine gun at him, not realising that he is stood right in front of the hole in the roof. Nicolas ducks behind one of the Air Conditioning Units. The bullets impact the metal over and over again. "How ironic though, Oscorp tried getting rid of weapons at first, now they've made the best one ever!" Aleksei snarled. Nicolas stares at him. A stern stare in his eyes. "And now! I'm gonna kill you with it!" Aleksei snarled, aiming his rocket at him.

"Push the button!" Carlyle demanded. The building hums to life and the purple beam shoots up. Rhino roars in pain, his arms spread out and his body burning from the beam of superheated energy. The beam shoots into the sky; Carlyle is unaware that the three are currently holding on up there. And then, the beam disappears, thunder clapping through the clouds. The incinerated corpse of Aleksei tips forward. The burnt suit plummets down the tower, smashing against the walls, falling apart as it falls. Peter and Octavius flee, climbing back inside of his lab as Rhino slams into the mechanism that works the machine. The explosion is so powerful it shoots up the top of the tower like a volcano. Fire and smoke bellows up into the sky. As the smoke passes, only a crater remains of Odin's Eye. Peter sobs, ripping the mask off of his head angrily.

"Peter?" Gwen whimpered, rushing over to him. Gwen looks around, not seeing Eddie. "Where's Eddie?"

"He let go..." Peter sniffled. Gwen falls back.

"No..." Gwen gasped, covering her mouth in disbelief. Frank runs inside, looking at them.

"Eddie?" Frank asked. Gwen turns, shaking her head.

"Fuck no..." Frank snarled, looking around. "Somebody's gonna pay. Somebody's gonna fucking pay!" Frank snapped.

"He already did. He did it to make sure that Carnage wouldn't come back. He gave his life so we could stop Oscorp. So let's finish this." Peter snarled. Peter and Frank turn to the two people that were once enemies.

"I'm with you." Donna assured. "For Eddie and everyone else that is gone."

"You can count me in too." Octavius said, surprising all of them.

"Really?" Peter asked.

"What you guys did down there, it made me think. You were right; science should be used for the good of all mankind. As a privilege. Not a weapon. Not a tool." Octavius said.

"Did you at least find that AC130?" Peter asked.

"Yes, it's still at Alaska. But it will be guarded." Frank warned.

"AC130?" Octavius asked.

"We're gonna blow this place apart." Frank stated.

"Let me just save my research could you?" Octavius asked. Frank turns to Peter and Gwen. The two nod at him.

"Alright." Frank said, still not entirely trusting him. And he has every reason not to trust him.

* * *

In the darkness of space, Venom and Carnage float away. Carnage struggles, trying to push himself back to Earth. He looks at his hand, seeing frost forming, his body slowly freezes over. "No." Carnage snarled. "Not like this." He begged. "No!" Carnage bellowed, the ice freezing over his head, freezing him solid, as if time had just froze for him, his roaring face frozen in time. His frozen body floats away from the planet, disappearing. Venom simply closes his eyes.

"You were right Peter. Good men do mean well." Venom said. The ice freezes over him, calmly putting him to sleep. The two symbiote creatures float away into the darkness of space, gone.

...


	15. Another Try

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

The team return back on the truck that they arrived inside of, back to the safe house. The engine roars as they drive across the dirt road. All of them looking out of the windows, silent as they mourn the loss of Eddie. The truck stops and outside is Helen, seeing the group as they walk out. She looks at all of them, seeing that they are missing someone. "Where's Eddie?" Helen asked. Peter shakes his head with grief.

* * *

Everyone sits inside of the house, silent in grief. Gwen looks down at the piano that she sits down at, beginning to play the song _Clair De Lune _on it. The beautiful piano chords echo through the building. Frank looks out the window, pressing his chin against his hand as he mourns the loss of Eddie. Peter looks into the eyes of his Spiderman mask. "I should have tried to pull you in..." Peter snarled to himself.

"You did all you could." Felicia stated, sat across the room from him.

"Do you think that I should have let him cut that web?" Peter asked.

"There was nothing else you could have done, if you pulled him through, either Carnage came through as well or all of you died." Felicia explained. Peter sighs. "What do you plan on doing now? After we stop Oscorp?" Felicia asked.

"Nothing. I spent my life trying to change the world. It seems like the world finally changed me." Peter explained. "Everything that I do I risk everyone I care about." Peter groaned.

"What would Eddie want you to do?" Felicia asked.

"I don't know." Peter snarled.

"He would have wanted you to move on. To live your life. That doesn't mean staying as Spiderman." Curt said, walking into the conversation. "He never knew originally what side to stay on, but he finally realised. It wasn't your fault, or his. It was Cletus, just like how he killed Flash and helped kill Prowler. Nothing more." Curt explained.

* * *

Helen opens up a photo album, looking at the pictures of Gwen when she was a tiny baby. Crawling around on each picture, playing with George Stacy. Helen smiles, stroking the image of Gwen with her finger. Gwen walks in, seeing the pictures of herself as a baby. Tears roll down from her left eye, remembering that her baby has died. Helen turns. "Oh god...I'm so sorry Gwen." Helen apologised.

"Don't be, it's okay." Gwen assured, sitting down beside her mother, looking at the pictures. "Curt told me that the death of my baby was only because of the chemicals in the building when it came down. It wasn't disease; it was just what Oscorp put Peter and me through. I can still have children, just, I don't know if Peter wants to risk that again." Gwen explained.

"Well, your baby that you and Peter may have, remember that I will always give you two support." Helen explained.

"Thank you mom." Gwen thanked, resting her head on her mother's shoulder. "When were these taken?" Gwen asked, looking at the pictures of her as a tiny little baby.

"You were three years old, on your third birthday." Helen said. Gwen looks at one of her toys. Recognising it.

"Is that my?" Gwen asked, pointing at it.

"Yeah, that's the boo! You always called it Boo. That little teddy bear was your favourite toy you know." Helen laughed. Gwen giggles like a little girl.

* * *

The sun falls behind the horizon and midnight rises. Peter sits on the bed that Helen allowed Peter and Gwen to share, looking at the photograph of him and Gwen. Smiling. He then looks at the photograph of Eddie with him, smiling in the picture, finally friends. In anguish. He rests them against the steel plate, next to his computer. The sound of heels stepping clicks, he turns to see Gwen behind him closing the door quietly, twiddling with her delicate fingers. "Everyone's asleep." She quietly said. She runs her fingers through her slightly curled blonde hair. Peter walks up to the woman he loves dearly, knowing that something is not right, looking into her glassy eyes.

"You alright?" He asked, stroking her cheek.

"No. I'm scared Peter. More than I've ever been." She stuttered, wiping a tear away from her eye.

"It's alright, I am too. We have that one thing that Goblin will never have. The ability to love someone else. How I love you. That's what will make us win!" Peter said, trying to make her feel better. But he has the same thoughts as her; he doesn't believe that they will win this fight. Gwen backs away, sniffling, walking back and forth.

"Peter, you don't understand, if I lose you... I don't know how I could survive without you." She sobbed, burying her head into her hands. Peter walks over to her, wrapping his hands around her creamy coloured coat, around her body, he places his hand on the back of her soft hair. He smiles, giving her comfort. She looks into Peter's brown eyes, giving her hope. She lifts her hand, stroking his cheek, pulling her to his chest, sharing an intimate kiss. She holds him tight, not wanting to leave him. Then Peter says something that gives her complete hope.

"I love you Gwen; I always have ever since I laid my eyes upon you." Peter comforted. She smiles back at him. "You wanna try again?" Peter asked. Gwen looks up at him, her eyes widened.

"Try what?" Gwen asked, even though she knows exactly what he's talking about.

"I know you want a baby honey, what man could I be if I couldn't give the girl I love the thing that she wants?" Peter asked. "I will do absolutely anything for you Gwen." Peter assured. She backs up away from him, eying the collection of buttons on her coat that goes directly down the middle of it.

"Then show me." Gwen said, taking her coat off and her shirt, pulling it off of her perfect body. Peter pulls his shirt off, holding Gwen to his chest. She pulls Peter to her, pressing her lips on his. Peter carefully leans her onto the bed, lying on her body. She lifts her bare naked legs onto his body. She places her hands on Peter's back. They share kisses to each other, embracing their unbreakable bond of love. Peter pulls her up and Gwen holds onto him, she tilts her head back; her blonde long hair throws backwards. Peter kisses her neck wrapping his arms around her back. Her big blue eyes close as she embraces with him. She looks at her partner, holding his cheek. They share another kiss as she pushes him back onto the bed. Peter rolls back on top of Gwen, pulling the bed sheets over them, Gwen rests her head on Peter's shoulder as Peter kisses her neck, she holds his head. Gwen lovingly kisses his cheek. She tightens her grip onto his back as Peter tightens his grip on her body. Peter looks at Gwen as she smiles at him, gasping lovingly. Suddenly, Peter sees something terrifying, the Green Goblin appearing in his mind and what he sees as the Green Goblin dropping Gwen again, his insane laugh echoing through him. Gwen looks at Peter, knowing something's wrong. "You okay?" Gwen asked, holding his arms. Peter holds Gwen's cheek and smiles.

"It's nothing." Peter whispered. They share a kiss, pulling Gwen to his chest, her long eyelashes over lap as she closes her eyes whilst kissing him. She leans her head on Peter's shoulder as Peter holds her, pulling her upwards, Gwen runs her gentle fingers across Peter's chest. Peter affectionately kisses her white skin on her neck. Gwen leans her head on the pillow, her long blonde hair expands on the pillow and Peter strokes her cheek. Peter pulls her to his chest, sharing a kiss with each other. She leans back whilst holding onto him, her long blonde hair dangles backwards and she leans backwards, hugging him, wrapping her arms around his torso. Peter strokes Gwen's hips, lovingly. The vision of the Green Goblin killing his great love return, shocking him. Gwen looks at his face in curiosity.

"Peter. You can tell me." Gwen assured, stroking his face.

"I can't lose you. I love you too much." Peter confessed.

"You won't. Nothing will get between us. Nothing." Gwen assured. They share a kiss and lean onto the bed, falling asleep next to each other.

* * *

Peter opens his eyes, finding himself in some sort of forest. He stands up, hearing distant screams and explosions around him. He can see a spider crawling around the forest around him, a missile suddenly explodes in front of Peter. The explosion causes Peter to get knocked away, slamming down onto the ash. As the smoke fades away. A young boy runs through the trees, terrified. A man and a woman walk through the darkness, the blonde haired woman holds onto the child, hugging it. As a blast of a rocket exploding, it lights up the couple. Revealing them to be Peter and Gwen. And their new unborn son. Peter looks in shock as Norman Osborn hovers above them on his glider, powering up. All three of them smile at Peter and the glider fires the rocket at them, ending the dream.

* * *

Peter's eyes sharply open up. Gwen is laid with her head on Peter's chest. The bed sheets cover their body. Peter leans over to the side, holding his head. Gwen slowly opens her eyes and leans over behind him. The sheets cover her chest area up to her legs. "Peter? You okay?" She asked quietly, holding onto him, looking over his shoulder. "Another dream?" She asked. Gwen holds his hand tightly.

"I saw. Us. Two children. Our son. And I saw us die." Peter looks at Gwen. "I will never let that happen to you, or our children." Peter said, placing his hand on Gwen's belly. Gwen smiles, kissing him on the lips.

"I will always love you. No matter what." Gwen assured. Peter kisses her again standing up. The distant calls of Frank cause their moment to end.

"Guys?" Frank called. "I think we should get up now."

"Let's end this." Peter said, putting his shirt on.

...


	16. They've found us!

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Gwen walks out of their bedroom, no makeup on and looking tired and she still looks very beautiful. Maybe just as beautiful as when she does have makeup on, a gown on as she walks out. She finds her mother stood outside, the sunlight glowing on her. Gwen walks outside, seeing her staring at something. Gwen walks out, her eyes widen, the sound of jet engines roaring. But not engines belonging to a jet. Belonging to a Glider. Gwen gasps, backing away. Norman glides towards her, decelerating as he approaches, throwing dust and hot air at the two. Behind him is a helicopter, riding inside is Kingpin, Flint Marko and Vulture. Vulture and Marko drop down from the helicopter, slamming down on the ground, looking up at the group. Norman jumps off of his Glider. The Glider floats tranquilly. "Peter Parker's spider. Where is it?" Norman demanded. The beautiful and fearless woman stares straight back at the yellow eye visors shielding the monster's real eyes.

"Go to hell." Gwen snarled. Norman's yellow eye visors slide up, revealing his green eyes. He nods at Vulture. Vulture walks over to Gwen, grabbing her by the throat, staring into her gorgeous blue eyes. She looks over at the garage, even though the spider is not in there, just to trick the enemy.

"There." Norman ordered, pointing at the garage. Vulture throws Gwen on the ground. Gwen shrieks as she falls, hitting the floor. Helen runs over to her daughter, checking for any injuries. Vulture's wings spread out, giving a bright glistening reflection on his metal wings. They swing downwards; the blast of kinetic energy throws Vulture into the air. His wings open up as he glides over to the garage, diving down into it. He slams down, landing beside Helen's car. He looks around, finding a high maintenance box. He pushes his fingers in-between the gaps in the box, pulling them apart. Finding nothing. He snarls in frustration, looking around, finding nothing. He launches back out of the barn, landing beside the group. Mysterio now with them, the last to drop down from the helicopter.

"The Spider is not there." Vulture stated. Norman snarls in anger, grabbing the back of their truck, throwing it through Helen's house. Peter staggers back inside the house as the car smashes through. Peter grabs the vial, keeping it safe. Peter looks through the house, his Spider Sense tingling as he senses that the woman he loves is in trouble. Norman stares at Gwen. "Where has he hidden it?" Norman snarled.

"I don't know." She whimpered.

"Where is the spider?" Norman bellowed. Suddenly Peter shoots out of the smashed house, using his webs as a slingshot to shoot at Norman. Peter grabs Norman, bouncing across the lawn. Peter smashes his fist against Peter's face over and over again.

"You think you can threaten my girlfriend?" Peter bellowed. Norman kicks Peter in the chest, throwing him into the ground. Peter coughs in pain, seeing that he is only wearing average clothing, not his suit. Norman laughs insanely.

"You really have no idea about what your actions do to the people you know do you? Do you see now? People get in trouble for helping Spiderman." Norman snarled.

"It's because we dream of something bigger than ourselves Norman." Peter snarled.

"Is that so? Well our spies know that you still haven't learned. Either of you. Even after the death of your last child you still try and have another one? I'll give it to you kid, you don't give up." Norman chuckled.

"It's not just that, it's because we love each other." Peter snarled.

"Let's see how love holds up in a fight then shall we?" Norman snarled, his visors dropping down over his eyes. Peter sprints at the Green Goblin. Peter jumps over him, kicking the Goblin in the face. Norman staggers back, jumping back and kicking Peter in the back. Peter yells, staggering backwards. Peter spins round, seeing the Glider shooting towards him. Peter leaps up into the air and the glider shoots under him, towards Goblin. Norman laughs, jumping over it and landing on top of it. The Glider screeches as Norman soars towards him. Peter launches a web, swinging back towards the house.

"I need my suit!" Peter yelled, firing his web at his bag that he can see in the destroyed house. As he pulls it to his hand, Vulture grabs Peter, throwing him into the garage. Peter smashes against the car. Yelling out in agony. Peter quickly fits his suit on, looking through the hole to see Mysterio pointing a 44. Magnum at Gwen.

"Wanna magic trick? It's called, how do you remove a head, without using your hands?" Mysterio snarled. Peter snarls, pulling his mask down, leaping out, slamming his fist against Mysterio's mask with enough force to crack the glass slightly. Smoke from the inside slightly bleeds through the cracks in the glass. Gwen screams from the sudden impact of Peter's fist hitting Mysterio. Peter holds Gwen; she wraps her arms around Peter, terrified of the men stood before them. Running up beside them, is the Lizard, Frank and Felicia. Walking up beside with his rifle as well is Carlyle. Frank looks up, seeing Kingpin inside, pointing his cane at them.

"We can't stay here. We need to get to Alaska now." Peter said. Frank looks at the Helicopter, then a piece of metal on the ground. If thrown hard enough, it could break the tail.

"Peter, get Gwen and Helen somewhere safe. Curt, that piece of metal, throw it at the Chopper's tail as hard as you can." Frank ordered.

"Good idea." Curt said. The enemies laugh at them. Vulture pulls out his fully automatic pistol, firing it at them, making the group disperse like a cloud of fish being scared by a predator. Peter grabs Helen, swinging away, carefully placing them in an area filled with trees.

"Stay here!" Peter instructed, firing his web onto a branch, swinging back to the battlefield. Peter swings around the helicopter, kicking Norman in the chest. Norman flies off of his Glider, bouncing along the lawn, grabbing Peter by the leg and throwing him into the ground. Sandman swings his massive enlarged sand fist at the Lizard. Connors slashes his massive claws across his chest, grabbing Flint and throwing him into the ground with enough force to make his arm breaks off. Flint presses his hand into the sand, reconstructing his damaged body, swinging around and punching the Lizard in the face. Connors roars, staggering back. Flint snarls, pushing his hands forward, sending a blast of sand at the Lizard, impacting his skin with so much speed and force his scales start to erode away. Connors snarls, pushing forward through the sand, his skin healing over but being eroded as well, so the damage stays the same. Flint yells angrily, firing the sand more aggressively. Connors roars aggressively, swinging his claw across Flint's face, smashing sand away. Flint grunts, staggering back with deep gouges in his head. Flint turns, the sand reconstructing his head. Sandman punches Connors in the face, sending him across the lawn. Curt snarls, looking up at Sandman. Frank ducks under the fist of Vulture, punching him in the chest, sending his fist up his jaw and kicking him in the knee. Vulture spreads out his wings, swinging round and his metal wings slash across Frank's armoured chest, throwing him on the ground. He stamps down on Frank's chest, ready to behead him with his sharp wings. Frank kicks the Vulture in the chest, swinging his knife at him over and over again. The Vulture keeps on bouncing on his toes, bouncing back. He then kicks the knife out of Frank's hand, grabbing his hand.

"Oh the old familiar places!" Vulture snarled. Frank smashes his fist across Vulture's face, cracking his nose slightly. Vulture snarls angrily. Frank jumps back to his feet, grabbing his knife, spinning it through each of his fingers. Felicia sprints at Mysterio. The man vanishes as she swings at him in a cloud of smoke. She looks around, her platinum blonde hair bouncing as she moves. Suddenly Mysterio appears behind her, punching her in the back. She leaps backwards, her sharp cat like claws emerging from her gloves. Leaping out of a cloud of smoke, Mysterio yells, swinging his fist at the acrobatic woman. She slashes her claws across his glass helmet. He grabs her by the hair, snarling, throwing her across the grass, stomping towards her with massive boots crushing the blades of grass.

"Now you see me!" Mysterio taunted, vanishing in a cloud of smoke. She leaps out of the way before he appears again, kicking him in the chest. He slides across the grass, vanishing again. Peter launches his webs onto the mask of Norman, swinging around him, trying to wrap him into a cocoon of webs like an Orb Weaving Spider. Norman snarls, struggling to free himself from his current predicament. Peter turns, seeing the Helicopter hovering in front of him.

"That's him! Get after him!" Kingpin yelled. The gunner fires a barrage of bullets from his minigun. Peter sprints away, the bullets pursuing him. Peter turns to Curt.

"Curt! I could use a hand hear!" Peter yelled. Curt turns to the piece of metal on the ground, a massive chunk of shrapnel from the house. Curt snarls, grabbing the huge chunk of metal, catapulting it at the helicopter. The tail shatters on impact and the helicopter spins round uncontrollably. The helicopter screeches, smashing into the ground, the propellers snap one at a time as they impact the ground as they rotate. Kingpin yells in pain, holding on to the helicopter, begging for Peter, reaching his hand out to him.

"Help me..." Kingpin begged, holding his blood smothered hand out to Peter, blood staining his suit. Peter scowls, standing up, staring straight at Kingpin. "Take my hand; I'll help you, tell you everything you want!" Kingpin whimpered. "Do whatever you want with me..." Kingpin begged. "Just help me..." Suddenly the propellers ignite sparks that fall near to the fuel, which could make the helicopter blow up. The coward screams in horror, trying to climb out. Peter's eyes widen, reaching his hand out, trying to help him with his warm heart. He stops, clenching his hand into a fist, turning to walk away. He nods at someone hidden inside of the garage. "Please, no..." Kingpin whimpered, seeing Peter walking away, out of his view. As he looks up, Frank walks in, into Kingpin's view. Staring straight at him. Kingpin's face changes into fear. "Not you..." Kingpin whimpered.

"You took everything from me." Frank snarled. Frank fires his pistol at the fuel, impacting a piece of metal, creating a spark that ignites the fuel.

"No!" Kingpin begged repeatedly. Frank stares straight at Kingpin with venomous eyes.

"It wasn't personal? It was to me." Frank snarled. The helicopter fuel ignites into bright fiery flames, approaching the fuel tank slowly, with Kingpin still inside.

"Stupid bastard! No! No!" Kingpin screamed, his screams becoming fainter as Frank walks away as the fuel ignites, the flames approaching the fuel tank. The helicopter fuel completely ignites in a fiery explosion, blazing metal thrown across the lawn, burning the grass. Frank spits saliva onto the ground, turning and walking away. Frank walks back over to his friends. Watching his enemies fleeing. Peter turns to Frank.

"We need to get to Alaska." Peter stated.

"Agreed, but how? They've trashed the truck." Frank explained.

"Then we find a new method of transport. Any ideas?" Peter asked.

"There's a bus we can try and steal." Frank said.

"Where?" Peter asked.

"There's a bus depot nearby, we can hijack one there." Frank said.

"Alright." Peter reluctantly agreed, becoming a criminal now. Peter walks over to Gwen and Helen as they come back. Peter hugs Gwen.

"You okay?" Peter asked her, checking her over. No blood, no injuries, only a few bruises from being thrown on the ground.

"I'm fine." Gwen assured.

"Helen?" Peter asked.

"I'm okay, a bit shocked, but fine." Helen stated.

"Okay, Gwen, I need you and Helen to go somewhere safe." Peter begged.

"I don't think so, I'm coming with you." Gwen said, pointing at him. Peter looks over at Helen.

"You can't argue with my daughter? It's a lost cause!" Helen chuckled.

"But what about you?" Gwen asked.

"It's okay honey, I'll stay at a Hotel." Helen assured.

"I'm sorry." Peter apologised.

"It's only stuff Peter. It can always be replaced." Helen assured.

"But you can't be, Gwen needs you." Peter said. Helen smiles.

"No Peter, she needs _you_." Helen explained. He turns to the smiling, glamorous Gwen.

"I'm with you every step of the way." Gwen said sweetly, smiling adorably at him.

"Okay, let's go." Peter said.

...


	17. Bus Trip!

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Felicia stealthily peers around a building, looking at one of the lonely buses at the Bus Station. She looks around, seeing one Oscorp Guard stood by it, looking around. With a HK417 Battle Rifle in his hands. Felicia smirks, walking round. She cries out, trying to get the guard's attention. She holds her belly, acting as if she has been either shot or stabbed. She collapses, fake crying on the floor. "Help me!" Felicia cried. The Oscorp soldier groans, walking over to the pretty woman.

"What's wrong?" He sternly asked.

"I've been attacked by some thugs!" She cried. The soldier removes her hand from her belly, suddenly pushing her claws into the soldier's throat, pushing them further in, and covering his mouth with her hand. "Sshh." Felicia hushed. She kisses the man on the cheek. "It's nothing personal, just go to sleep." Felicia assured. The man's eyes close and he drops silently. She exhales regretfully. "I hate this job." She groaned. "I'm hoping that this will be the last time." Felicia hoped, dragging the man into the shadows. She quickly jumps into the bus, hotwiring it. Frank and Carlyle back up to the bus, aiming their rifles around the area, checking for Oscorp soldiers. Nothing at the moment. Peter and Gwen run over to the bus. Peter opens it up, letting Gwen run inside of it.

"Stay inside!" Peter instructed, pointing at her, turning round sharply, thinking that he heard something. The ground suddenly quakes, in a footstep kind of beat. Curt and Peter quickly look around, trying to find the source.

"What's making that?" Curt asked.

"It can't be..." Peter said, his eyes widened. Suddenly a group of massive metal legs stomp towards them. Belonging to only one man. Octavius. Octavius laughs evilly.

"Did you really think that I would simply let you destroy Oscorp? Where all of our work is made? Norman was right about you Peter. You have intelligence, incredible intelligence; you just share it with the wrong people." Octavius snarled, looking at them.

"Then why did you help us kill Carnage?" Peter asked.

"Someone had to get rid of him." Octavius stated.

"So has Donna agreed to help you as well I take it?" Peter asked.

"You really are very bright aren't you?" Octavius snarled. Scream slams down beside Octavius after swinging round, her long symbiotic hair tingling, rattling like a rattlesnake. The symbiote peels away, staring straight at Peter.

"Why Donna?" Peter questioned.

"Octavius' is right. The research inside of that building is too valuable to lose. I promise that I won't hurt Gwen." Donna said. Peter snarls, clenching his hands into fists. "Sorry Peter, but Oscorp is worth more than any of you." Donna hissed, the symbiote taking her over. "My kind must survive." Scream hissed.

"Then you've made your choice." Frank snarled, pulling the cocking lever back. Scream roars at Frank, leaping at them. Peter jumps in the air, kicking her in the side of the head. Scream shrieks, bouncing across the road, dragging her sharp claws into the ground. She looks up sharply, her long hair being thrown back. The bus's engine ignites and the bus shakes to life, chemicals emerge from the exhaust pipe. Octavius turns to the bus, sprinting for it, smashing his two massive arms against the huge vehicle, rocking it on impact, snarling as he tries to flip it over. Gwen screams in fear, holding onto the bus. Octavius snarls, suddenly getting kicked in the face by Felicia Hardy. A tooth cracks and flies out from his lips. He wipes the blood away from the skin on his lips, smudging the crimson blood along his face. Octavius growls, ripping the car door from a taxi, launching it at Frank. Frank ducks down, unsheathing his knife, swinging it at the huge man, missing but ending up to get kicked in the chest. Frank grunts, smashing against the car, wheezing. Felicia pulls the winch on the front of one of the parked cars, jumping onto Octavius' back, wrapping the winch around his neck. She pulls them back. Octavius yells out, reaching for her. Her small body makes it difficult for Octavius' massive metal arms to find her, snapping the sharp clamping plates together as it reaches for her. Octavius keeps on stepping back. Grabbing her by the hair, throwing her against the ground.

"I really need to trim my hair!" Felicia groaned. Felicia looks up, seeing Scream leaping at her, shrieking. Suddenly Peter launches at her, smashing both he and her through a building, throwing her into the wall. Scream snarls, saliva drooling from her jagged teeth as she stares at her, snarling.

"You don't need to do this Donna!" Peter yelled, trying to convince him.

"Yes! I! Do!" Scream bellowed, launching a pair of black and red symbiotic webbing at a chair, throwing it at Peter. Peter smashes through the building, bouncing back across the road. Peter turns, seeing Octavius pulling Gwen out of the car, staring at her with menacing eyes. Peter sprints at Octavius, wrapping a pair of webs around his throat, pulling them back, tightening his grip. Octavius chokes, grabbing Peter and throwing him over. Peter lands on his feet, still pulling on the webs. Octavius severs the webbing with his sharp arms, taking the webs off.

"You leave her alone." Peter snarled. Gwen climbs back inside of the bus.

"Everyone get inside!" Gwen screamed. Octavius turns, seeing Gwen ploughing the bus into him.

"Crap..." Octavius groaned, vanishing inside of a building from the impact of the bus with a cloud of dust. Gwen coughs, blinded by the dust. Peter, Frank, Curt, Carlyle and Felicia jump inside of the bus, loading their rifles up.

"Everyone ready?" Gwen asked.

"I was born ready!" Carlyle cheered.

"Where's the nearest Airport?" Curt asked.

"John F Kennedy Airport!" Felicia stated. Suddenly a pair of massive mechanical legs presses against the bonnet of the truck. They all jump back, seeing Octavius pushing the bus back, straining as he pushes it back. Octavius snarls.

"Going somewhere?" Octavius snarled. Gwen reverses the bus, turning it round, driving through the street. Scream and Octavius pursuing them like hungry wolves hunting a bleeding deer.

* * *

The bus drives across the Verrazano Narrows Bridge that leads to John F Kennedy Airport. The bus, stops behind a group of yellow taxis. The panicking Gwen turns behind her, seeing Octavius and Scream still pursuing them. Octavius throws cars over the bridge, the loud bang of the cars impacting the water. Peter snarls in anguish, being unable to save the people inside of them. _There could have been families in those cars, children. Maybe even a pregnant lady. Dammit! How many people will have to die because of me? _Peter checks his web shooters, making sure if they are still online. "Gwen! Just drive through them!" Frank ordered.

"Sorry everyone." Gwen groaned, accelerating, smashing cars out of the way, apologising to each car. "Sorry!" She repeated. Scream slams down onto the bonnet of one of the cars, crushing it and causing the car to flip over; she leaps onto the bus, reaching for Gwen, slashing her razor sharp claws at her. Gwen leans back, the claws slash through her coat, severing the soft collar, missing her throat by an inch. Peter jumps over to the beautiful girl, grabbing her and pulling her back, firing a web into the animal's face. Scream snarls, staggering back, pulling the webbing off of her face. Scream crawls across the bus like a spider, slashing her claws across the roof. Frank and Carlyle look up, firing their machine guns at her. Scream bounces on top of the roof of the bus, dodging the bullets as they shoot through the metal. Peter climbs up the bus, confronting the last spawn from Venom, staring at her with his sharp eyes.

"You don't have to do this!" Peter yelled over the roaring engine, trying one last time to convince her. Scream snarls at Peter.

"Never, our kind will live on!" Scream snarled, moving her head sharply at Peter, making her hair crack like whips at him, throwing him back. Peter launches some webs onto the bus, preventing himself from bouncing along the road. Peter launches himself at Scream, kicking her in the chest with both feet. Scream bounces back, holding onto the back of the driving bus. Peter turns, suddenly seeing Octavius picking a taxi up, throwing it at Peter with all of his might, roaring angrily, the car smashes against the bus, causing the bus to slide. Gwen screams, trying to control the bus as its tires screech. She manages to control the panicking bus, smashing the car through the thick traffic. Frank unsheathes his knife as Scream's hand smashes through the top of the bus at Gwen, trying to get the driver. Frank yells aggressively, pushing the blade of his knife into the arm of Scream, yelling as he pushes in the blade, symbiote strands flicking around from the severing. Scream roars in pain, trying to pull her impaled hand out, the knife preventing her hand from fitting through the hole it went through. Frank grabs the knife, ripping it out violently. Scream's hand disappears as it is pulled back out. The sound of feet pounding against the roof moves across it, growling aggressively.

"Gwen! Hit the pedal!" Carlyle ordered, loading a grenade into the grenade launcher attachment on his M4A1, firing one straight at Scream. Scream catches the grenade in her hand, crushing it. The grenade explodes around her; she stares straight at the bus, laughing evilly. Gwen drives the bus through an opening in the traffic jam, flooring it. Peter jumps back inside, looking behind them, seeing Scream and Octavius sprinting after them. Scream pants as she sprints after them like a dog, saliva trailing from her teeth.

"Faster!" Frank instructed, shouting.

"This is as fast as this thing goes!" Gwen screamed.

"Then force it to go faster!" Frank yelled.

"It's a vehicle! Not an animal! You can't ask it nicely or force it to do anything!" Gwen replied. Gwen's eyes widen, seeing a group of police cars approaching their location, sirens blaring and flashing blue and red. "Uh oh." Gwen mumbled. But the cars drive past the bus, one of the police cars drifts, smashing against Scream, slamming her on the ground. Scream bounces across the road, snarling as she looks up at the police cars.

"They can hold them off!" Felicia assured.

"But..." Gwen questioned, worried about the lives of those officers, Octavius throws an officer against a car with enough force for the man to vanish inside of the car through the car door, a loud crash forming on impact. Bullets impact his armour plating on his chest. Octavius turns to the officer, sending his sharp arm straight through the officer's throat, ripping his head off. Crimson and red blood sprays out like a fountain from torn arteries. Scream bites down on an officer's throat, ripping his jugular out violently. The screaming man splutters out blood from both his lips and his neck. Gooey red strands of blood stretch out between her top and bottom jaws when she roars victoriously, blood covering her black jagged teeth. Octavius scrapes his blood covered metal arm on the ground, scraping blood off. He turns, seeing that the bus is gone.

"No!" Octavius bellowed, smashing his fist against the ground in rage.

* * *

Hours later as they travel across the city, Felicia is now driving. Gwen sleeps in the arms of Peter, her blonde haired, beautiful head rested against Peter's collarbone, hearing and feeling his heartbeat on his warm skin. Peter strokes her blonde hair, kissing her passionately. Their hands always holding each other tightly. Frank turns to Peter, exhausted from his fighting. "I remember what you were like a few months ago Peter. Broken, rarely ever spoke." Frank said. "Look at you now."

"Gwen...she is my angel. I love her so much; she was all that gave me hope in the world when she was gone. The hope that I could see her again." Peter said, looking down at the perfect woman, stroking her soft blonde hair. "She's been through too much."

"So have you, you've seen things that no boy your age should have witnessed." Frank stated.

"That's what you have to live with as a hero." Peter stated.

"You do know don't you that if we do bring that tower down, a lot of people are going to die." Frank warned.

"I know, and that is one of the things that I will need to live with." Peter explained. "We can't risk an evacuation either, because what if Adrian, Octavius and our enemies get out as well? It'll be worth nothing."

"And if they aren't in there anyway?" Frank wondered.

"Sacrifices have to be made for peace. Some that we never want to make, even heroes have to fall sometimes, to let a few thousand over there die, so million over there can live. That's war Frank. I thought you would know that." Peter said.

"I do Peter, just this isn't war. This is personally a blood feud." Frank said.

"Maybe, but for something like this, what Oscorp is planning. A few thousand lives are nothing compared to how many will die if we don't destroy them." Peter explained. Gwen's eyes slowly open up, looking up at Peter.

"You would sacrifice for that?" Gwen asked.

"You didn't see what I saw Gwen, they would kill millions, maybe even billions for revenge." Peter explained. "And if it creates peace, then I would sacrifice anything for that. If it keeps you safe." Peter said.

"You can't sacrifice people for me. That isn't what we do." Gwen said.

"What is it we do anymore Gwen?" Peter asked.

"We protect." Gwen stated.

"And what is there to protect if we don't stop these guys?" Peter asked. Gwen remains silent. "Believe me, if there was another way, I would take it, but I don't see any other option, other than turning myself in to Norman and let him kill me, or if I die fighting them."

"Don't even think about doing that to me." Gwen begged.

"This is _my _choice remember?" Peter asked, referencing what she said to him when they defeated Electro.

"Don't Peter, I can't lose you." Gwen begged.

"If destroying Oscorp doesn't work, then we fight the survivors to the death of we have to." Peter said.

"If I am pregnant, I will need you." Gwen said.

"Peter, it ends like that for Oscorp, not for you. You have a future, Oscorp doesn't okay?" Frank explained.

"You're right; I don't know what I was thinking. I won't leave you Gwen, I promise you." Peter assured, kissing her on the lips affectionately.

"Guys! I can see the Airport!" Felicia called, looking at the Air Traffic Control Tower giving it away, along with a Jumbo Jet taking flight.

...


	18. Getting a flight to Alaska

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

The group disembark from the bus, walking towards the entrance of the large airport, packed full of civilians as they try to leave the country or newcomers trying to leave the huge facility. Frank pushes his knife back into his sheathe, to not raise any suspicions. Peter walks around, his normal day-to-day clothing on top of his Spiderman suit. Just in case if Oscorp have a trap here, he has the suit ready. Gwen looks at the departures, the hundreds of thousands of flights on the screens changing. She looks at the departures to Alaska, one being _Kenai Municipal Airport. _"Guys? There's a flight to Kenai Municipal Airport in Kenai!" Gwen called.

"Which airline?" Felicia asked.

"Easy Jet." Gwen stated.

"We can't go there, the airport that holds that AC130 is a military airbase taken over by Oscorp in Cape Lisburne." Frank stated.

"And without a ticket we'll never even get on a plane." Curt stated.

"Then we persuade them." Peter said.

"Persuade? How?" Gwen asked. Peter simply points at his face. "No, Peter, that's a bad idea, what if they tell Norman that we're here?" Gwen asked, very concerned about this plan.

"If I show my face to them and tell her what Oscorp is up to, they should listen." Peter explained.

"Does anyone have a working phone?" Frank asked.

"I'd give you mine if for one I could find it, and if my subscription didn't run out twenty five years ago." Gwen joked.

"Yeah, why?" Felicia asked, pulling out her IPhone.

"I remember the President's phone number from when I was helping him some time ago on a mission, if I can call him and explain what is going on, he should give them all the evidence we need." Frank explained. Felicia throws her phone to Frank and he catches it, turning it on and typing in the number to President Matthew Ellis' phone. The phone dials in and he holds the phone up to his ear.

At Washington D.C. in the white house, the President turns to his phone on his desk beside piles of paperwork. He looks at the number, not recognising it. He selects the number, holding the phone to his ear. "Hello?" The President asked, speaking into the phone.

"Mr President?" Frank responded.

"Frank Castle? It's been some time." The President chuckled.

"It has sir; I have to ask a favour of you." Frank stated.

"Sure, what do you need, you helped me in the Vietnam crisis a few years ago." The President said.

"You know Spiderman?" Frank asked. The President pauses his work at the question.

"Peter Parker? What about him?" The President responded.

"What Norman Osborn has been saying about him is complete bullshit, he's been doing this to turn the people of the world against him, and he's been taking everything from him. We need to take Oscorp down, and we know how. Oscorp has an AC130 in one of their Alaskan Airbases. We need to get to it to destroy the tower." Frank explained.

"This sounds awfully like a terrorist attack." The President stated, sharing his opinion on the matter. "You will need to go to _Cape Lisburne LRRS Airport _to find it."

"I know it does, but believe me, the men inside of that tower must be destroyed. We need your help though to convince the pilots to take us there if that's alright with you." Frank requested.

"Sure thing Frank. And tell Peter Parker, that I personally didn't believe a word of Norman Osborn. Call me when you get there." The President said.

"Yes sir." Frank responded. The President hangs up on the phone and Frank returns the phone to Felicia.

"Will he help us?" Curt asked.

"He said he will." Frank said.

"Come on, we haven't got much time." Peter demandingly said, rushing forward towards the flight lists.

* * *

Back at Oscorp Tower, Norman returns to the bathroom, checking on his progress as his disease increases in aggressiveness. His eyes are no longer green, but orange with flecks of red. Glowing with a fiery essence inside. He takes his hand out, looking at his fingers, seeing sharp talon like claws forming. In a panic, he strips his entire body of clothing, seeing the affect that the disease has done to him. His feet having sharp claws on each elongated toe and the toes are webbed together like frog feet. He snaps his fingers together by accident, as if by doing that his hands become engulfed by flames. He gasps, looking at the spheres of fire in his hands, formed by his enhanced glands in his skin, secreting flammable gases and the sparks formed by his sharp, flint and steel acting claws scraping together, igniting into flames. He chuckles menacingly as the flames in his hands cracking dynamically. He throws his hand over at the wall, launching a ball of flames at the wall, burning straight through it. He snarls, clenching his hands into tight fists, the golden, orange flames vanish with smoke surrounding him. His eyes stop glowing brightly, and into his now orange and red eyes. The door suddenly opens up and Vulture enters, stopping as he sees the naked man looking at him. "What are you doing?" Vulture inquired, looking at Norman with a quizzical look.

"What are you doing?" Norman immediately responded.

"I asked you first!" Vulture argued back.

"None of your business!" Norman returned. Adrian's eyebrows rise in a quizzical way at that response.

"I'm gonna use...a different bathroom." Adrian stuttered. Norman snarls, turning to his clothing on the ground, grabbing it and putting it back on, looking back into the mirror, his ears changed into long pointed Goblin like ears. He touches the tip of his ear, snarling as he feels the sharp point.

* * *

At the airport, Peter storms towards the docking tube to the Easy Jet plane, behind the group of people. Gwen walks in front, brushing her stunning blonde hair out of her eye line, looking at the Flight Lieutenant. "May I see your ticket?" The Flight Lieutenant asked politely with a smile imprinted on her face.

"I'm sorry miss, but this is too important, we need a flight to Alaska." Gwen explained.

"I'm sorry but you cannot board this plane without any confirmation." The woman explained. Peter walks past Gwen, looking straight at the woman. The woman's eyes widen as she knows exactly who Peter is.

"Just let us on the plane, unless if you want Oscorp to kill millions of people you will let us on this plane." Peter snarled, actually making Gwen look at him in shock.

"Peter..." She whispered, in disbelief that he just threatened someone like that.

"I'm calling security." The woman said. Peter launches a web onto her walkie talkie, throwing it on the floor.

"I wouldn't do that if I were you." Peter warned. Frank barges past Peter, holding the phone up with the President on the line.

"Miss, this is President Ellis, these people have clearance from _me_ to board this plane, let them on. The whole country, the whole world is at stake here. They need to get to Cape Lisburne LRRS Airport now." The President said. The phone on speakerphone so the woman can clearly hear him.

"Go on then." The woman accepted, letting them pass. Peter walks past her, entering the plane with his friends.

"Thank you." Gwen thanked.

"Keep your boyfriend in check." The woman snarled. Gwen sternly looks at the woman, rolling her eyes in disgust. _She has no idea what Peter has been through! That bitch...No one hurts my Peter._

* * *

The plane shoots across the runway, slowly floating off of the tarmac, the landing gear folding back into the stomach of the plane. The turbines scream as the plane accelerates. The plane disappears into the clouds, beginning its journey to Alaska.  
Frank walks up to the pilot cabin whilst the plane soars through the clouds. Frank pounds his hand against the door, showing Felicia's phone with the President on the line. The pilots look at the screen. "Go see what he wants." The pilot said to the co-pilot. The co-pilot stands up, opening the door. Frank looks at the man.

"You're gonna need to take this." Frank said, offering the phone. The co-pilot takes the phone, holding it by his ear.

"This is President Ellis, that man is one of a group of brave people who are on a mission to stop Oscorp. I know that you believe that Oscorp are good, but it is a lie. They need to get to Cape Lisburne LRRS Airport today to stop them. I can assure you that you will not regret this decision to change your course." President Ellis explained.

"But what about the other passengers?" The co-pilot asked.

"Explain the truth to them, that these people are one a world saving mission and that that is more important than this flight of theirs." The president explained.

"Yes sir." The co-pilot agreed.

"Good man." The President said. The co-pilot returns the phone to Frank.

"We will make immediate changing in course soon to Cape Lisburne Airport." The co-pilot explained.

"Will we make it on time?" Frank asked. The co-pilot nods, closing the door.

* * *

Peter and Gwen lay back in a seat, both sharing one seat, holding hands. Gwen breathes quietly as she sleeps, one arm wrapped around his waist. Curt looks over at Peter, smiling kindly, proud of Peter. Sat beside Curt is Carlyle. "They're so happy." Curt chuckled.

"It's the least those two deserve." Carlyle said.

"Yeah, Peter's had a tough life. No mother, no father, no uncle. And now no Aunt and nearly no Gwen." Curt explained.

"No kid should go through that." Carlyle stated.

"No...No he shouldn't." Curt agreed. Peter awakens, looking down at Gwen, seeing that the beautiful engagement ring is still on her firm finger. She hasn't taken it off. He strokes her hand. Gwen looks up at Peter, smiling, kissing him passionately.

"How are you?" Peter asked sweetly, running his finger down her little nose.

"I'm fine." She said, smiling.

"What do you want to name your baby?" Peter asked.

"Our baby Peter, remember? We both have to decide to agree." Gwen said. "I was thinking, Sarah if it's a girl."

"And if it's a boy?" Peter asked.

"I don't know, I'm stuck between George, Gabriel and Richard." Gwen explained.

"How about Gabriel?" Peter asked.

"Yeah...that's nice." Gwen agreed, holding Peter's cheek, kissing him affectionately, resting her head on Peter's chest passionately. Peter looks up, randomly thinking of something.

"This is the Grand Finale! And the show ends tonight..." The voice of Harry echoes through him.

"Hydra has to be destroyed sometime. Even your father recognised that." Norman said as Peter starts to piece it all together.

"He wants an audience..." Peter's memory spoke.

"For sixty years I've built this company up! I built this company from nothing! And nothing's gonna stand in my way! Least of all you!" Norman's voice bellowed. Peter then pieces everything together.

"We've been doing everything they wanted us to do this whole time, Harry wanted me to kill him, which would lead to Norman wanting me dead, revealing my identity. And now they want to show me dying, by having Oscorp destroyed, destroying the Reviver so I cannot come back. After all this time, we've been doing what they've wanted; they want the venom to rebuild the company as a Powerful Company again. Sixty years they've been planning this." Peter said to himself. Gwen looks up at Peter, hearing him contemplate out loud.

"Peter? What's wrong?" Gwen asked.

"They've been planning this from the beginning, sixty years they have planned for this; we've been doing everything they wanted us to do. I think they know that they need my blood to harvest the venom, and we destroying Oscorp will slow them down. Or maybe they're planning something else." Peter wondered.

* * *

Back at Oscorp Tower, Octavius tests on a vial of Peter's blood, taken from him when they captured him. "Finally, you have answers?" Norman snarled.

"Yes, and I have discovered that we never needed that Spider. The venom encoded in the spider was inside of the venom, it shares the DNA of Richard Parker, that's why it didn't kill Peter. So the codes are fused within his individual cells." Octavius explained. Norman looks out of the window.

"Does Peter Parker need to be alive for us to extract this data from his cells?" Norman snarled.

"No." Octavius stated.

"They are going for the AC130, activate the Anti-Air Batteries. The time has come my brothers and sisters. The Rise of Oscorp has begun!" Norman cheered. Norman laughs maniacally with his arms spread out.

The roof of Oscorp opens up and a group of four massive automated cannons open up, loading up heat seeking missiles and shells the size of people into the guns, scanning the air, shooting a random civilian plane out of the sky. The plane explodes in a cloud of fire and smoke, plummeting down into the city below.

...


	19. Alaska

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

The plane soars through the clouds, the plane shakes as it experiences some turbulence. Gwen's eyes open up from the turbulence; she peers through the window curiously beside Peter. Seeing thick clouds around them. She squints her eyes, trying to focus on something. Suddenly Norman glides past them, laughing maniacally, throwing a bomb onto their window. The bomb dramatically explodes.  
Gwen then awakens, a bad dream ended. "I hate flying." She mumbled. Peter's eyes open up, looking down at Gwen who is awakened from her bad dream.

"Hey? You okay?" Peter asked, stroking her soft blonde hair. Gwen looks up at Peter, smiling.

"I'm fine." She cooed, resting her head on Peter's collarbone, holding his hand. Felicia combs her platinum blonde hair carefully, looking into a mirror as she does it, her green eyes looking into her reflection to make sure that her hair is fine.

"This is your captain speaking; we will land at Cape Lisburne Airport instead of our original destination. Kenai Airport has been having some issues with landing strip lights and fuelling and it is shut down completely until the repairs are completed. We are preparing to make our descent. Please take off any earphones you may be wearing and please switch off all mobile phones and strap in." The Captain ordered. Peter wraps his belt around him and Gwen, holding onto her so she doesn't accidently slip off or hurt herself. Gwen wakes up, realising that they are beginning of their descent.

* * *

The Plane banks around the airport, the wings cut through the air, creating a screeching sound as it banks. The landing gear folds out as the plane approaches the runway of the military base. The tyres screech as they rub against the tarmac, the friction of the rubber tyres forms smoke from the burning rubber on the rough tarmac. The Plane slows down to a halt. Inside of one of the hangers is the enormous plane with huge cannons on the side of the hull of the giant beast of a vehicle, able to fire shells a meter long. A man walk through the dark hanger, wearing a green shirt with dark green stripes, it can only be Flint Marko. Marko smirks, transforming into a cloud of sand, flowing through the cold Alaskan air, towards the plane that Peter is inside of.

* * *

Peter unclips the seat belt that kept him and Gwen safe. He turns to Gwen, smiling. Suddenly tiny grains of sand drop down through the air conditioning vents, onto hair blonde hair. Peter looks up. "Oh no." Peter exclaimed. Suddenly on the very back end of the plane, a wall of sand barrels through, consuming unsuspecting passengers. Peter and Gwen run over to the emergency exit hatch. Peter repeatedly kicks the hatch. Curt, Felicia, Carlyle and Frank run over to them, helping them open it up. The roaring storm of sand gets closer and closer, a massive hand reaching out at them, built up of sand. Peter smashes the door off, jumping out, holding Gwen. Frank, Felicia, Curt and Carlyle drop down behind them. Peter forms a net of webbing, breaking their fall so their legs don't break on impact. The cloud of sand flows over head like a volume of water blasting out of a hole in its container. Peter spins round, seeing the AC130, and a small factory beside it, the orange glow of molten metal inside of a silo appearing. And on the other side of the airbase is a collection of Fire Engines, stationed there to make sure that any fires from the airbase are put out quickly. "Guys! Get Gwen out of here! Get to the AC130! I'll hold him off." Peter ordered.

"Peter!" Gwen yelled, running to him. Frank stops her, Gwen reaches for him, the heavy footfalls of Sandman approaching.

"Go, please." Peter begged.

"Come on!" Frank yelled, pulling Gwen away as she reaches for him. Peter turns, seeing Flint Marko standing there, fists clenched tightly.

"I'm amazed that you've made it this far Parker." Flint snarled, walking towards him, his feet stepping through the snow on the tarmac, the snow crunches as his shoe presses down on it. "You are foolish though to risk you lives so recklessly. Pray tell me, how many survived the attack on Grand Central Station? You do not think that you have the resources to stop us now do you?" Flint snarled. "You will be crushed and forgotten."

"We have been crushed, and we were forgotten. When I was put into a coma by Harry, our beautiful city rotted. Not again though, this time we will prevail. Because that is what good does." Peter said.

"Let's test that theory." Flint snarled. His body disintegrates into a cloud of sand, barrelling towards Peter, a rock hard fist smashing against Peter's face. Peter bounces across the floor, groaning. Peter pulls his mask down, staring at Flint as he reconstructs the cloud of sand back into the human form. Flint's body suddenly enlarges as a giant of sand, staring at Peter with his hollow invisible eyes.

* * *

The group sprint over to the AC130, ready for flight if needed to. "Frank? You can fly this thing?" Curt asked.

"I'll need a co-pilot." Frank said.

"I can co-pilot for you." Carlyle assured. Frank nods at him.

"Okay...Gwen." Frank said, turning around, seeing that she is gone. "Gwen?" Frank called. He turns to see a large truck with a massive fuel tank on the back. The truck drives away with fumes trailing from the exhausts. "Gwen! No!" Frank screamed.

* * *

Peter swings around Flint, kicking him in the chest. Flint snarls, grabbing Peter and throwing him into the ground. His fist grows into a massive sandstone like fist, slamming it down on Peter's chest. Peter yells, kicking Sandman in the chest, launching his webbing onto his shoulders, shooting towards Flint and kicking him in the chest. Peter's feet sink into Sandman's chest, getting stuck inside of him. Flint chuckles. "Is that it?" Sandman snarled, ripping Peter out of his chest and slamming him on the ground. Sandman roars, throwing Peter against a truck, yelling. "Time to die bug!" Flint snarled, bringing his fist down towards him, crushing his chest. Peter coughs in agony as the fist smashes against his chest over and over again. He raises his fist up into the air, snarling, suddenly a huge truck slams into his huge leg, breaking it in half. Sandman collapses, forming back into the tiny form of Flint Marko. Peter looks over, as if time was replaying; Gwen jumps out of the truck.

"Really? You think you can just dump me off and die?" Gwen interrogated, storming towards the dazed man. Peter's eyes mess with him, as if he can see Harry Osborn blasting towards her through the thick clouds of snow. Peter shakes it away, seeing that Harry is gone.

"Gwen! You shouldn't be here right now!" Peter screamed.

"Do I have to tell you again? Nobody makes my decisions for me!" Gwen yelled back.

"Your decisions got you killed last time!" Peter yelled. "Not again!"

"Well too bad Peter, remember what I said to you? No Stacy without Parker. If you die, I die." Gwen snarled. "How do we stop him?" Gwen asked, staring at Flint as he staggers back to his feet. Absorbing his own sand back up.

"Those fire engines? I need you to get Felicia, Carlyle and Curt to shoot him with the hoses, pushing him into those pits of molten metal. What happens when you make sand melt?" Peter asked.

"You make glass." Gwen responded.

"Exactly, when he tries to get out, you tell Frank to fire the AC130 cannons, he will shatter." Peter explained.

"Okay." Gwen said.

"I'm ordering you though; you stay inside of that building this time." Peter instructed.

"Peter..." Gwen cooed. Trying to calm his fear down.

"Please, not again." Peter whispered, pulling his mask off, sharing an affectionate kiss with her. He lets her go, smiling, turning around, his spider sense tingles rapidly as he looks forward. Flint sharply looks up, snarling, becoming a cloud of sand barrelling towards Peter. As if history began to repeat itself when he fought Electro, he sees Gwen's father stood before him.

"Look after her." George's voice whispered. Peter nods, pulling his mask down. Suddenly Flint leaps through George's ghost, yelling, lunging at Peter. Peter jumps back, somersaulting through the air. Sandman transforms into a tornado of sand, a hand lunging at Peter as he flies through the air. Peter lands, sprinting at the tornado of sand, jumping inside to see the sand god inside, kicking the Sandman in the head, smashing sand away from his cheek. Gwen runs inside, radio online, by her mouth.

"On my mark, all fire engines push Marko towards that tub of molten metal!" Gwen ordered.

"You heard her! All fire engines are ready!" Felicia responded. The huge trucks aim their tank like turrets of water at Sandman as he swings at Peter. Peter swings around him, trying to line him up with the tub of molten metal in the factory. Peter lands on the edge of the silo of molten metal, the giant sandman stomping towards him.

"Now! Gwen do it now!" Peter screamed, lining the giant up.

"Do it!" Gwen ordered. All of the fire engines fire huge beams of ice cold water at the man of sand. His sandy body gets eroded away from the water, pushing him back. Peter jumps away from the titan as he staggers back, being pushed away by the water. The AC130 slowly emerges from the hanger behind the trucks, awaiting the signal. Flint snarls, yelling as he tries to push himself towards the trucks, snarling. He trips on the tub, plummeting into the pit of glowing, blistering hot metal, melted into thick liquid. Flint screams in agony, climbing out, the ever so hot metal melts his sand into glistening transparent glass. He stares at the men, his hand forming into glass.

"No..." Flint snarled. "No!" He screamed, roaring as the glass melts over his body, freezing him solid. The AC130 launch shells into Sandman; Sandman lets off one last scream before shattering into chunks of glass. The chunks of metal plummet down into the pit, vanishing, and the last remains of flint Marko disappear. Dangling on a chunk of metal is the torn remains of Flint Marko's green shirt, flapping in the ice cold wind. Peter walks away from the vat where Flint has met his end, turning to see Gwen walking out. He looks behind her, thinking that he can see Harry gliding towards her, vanishing just as he goes to grab her. Peter sighs in relief. Running over to her. He grabs her, kissing her affectionately after he rips his mask off.

"You're welcome Bug Boy." Gwen cooed, stroking his cheek.

"Thank you." Peter chuckled, kissing her again. The two gently press their foreheads against one another, touchingly. Peter exhales, worried that he could have lost her again all over again.

"Guys? I'd hate to break up your lovy dovvy stuff! But we need you guys on board." Carlyle called.

"We probably she get aboard like Carlyle said, before he starts screaming at us." Peter chuckled. Gwen giggles, running over to the massive plane. The AC130 roars across the runway after they get inside, lifting off of the ground, abandoning the white lands of Alaska.

This is where it ends.

One way...

Or another.


	20. Oscorp Must Fall

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Over the beautiful city of New York, the AC130 soars over head, moving towards the Oscorp Tower. Peter checks over his web shooters, they flash green and beep joyfully. Carlyle, Curt and Felicia walk towards the ramp of the cargo bay, parachutes strapped on. "We'll see you on the ground." Carlyle said.

"Good luck, Gwen? Can you help me co-pilot? I'll talk you through what you need to do." Frank requested.

"One second." Gwen called. Peter looks around desperately for his mask, then seeing someone holding it out to him. He looks up to see the beautiful Gwen Stacy, smiling as she holds it out to him. He smiles back, holding the mask and standing up, Gwen gently lets go, stroking Peter's cheek. She opens her mouth, ready to speak. Peter shushes her with his finger.

"Ah, ah." Peter said, shaking his head. "You stay here. You'll be safe here." Peter said.

"I have a choice." Gwen said.

"I know you do. But this is my choice. My path. I need you to stay here. Please." Peter begged.

"Look where my choices sent me." Gwen sighed. Peter lifts her face up by the chin with his finger, romantically.

"You're here now." Peter said, smiling. The two share a very affectionate kiss. Peter smiles, pulling his mask down. The cargo ramp opens up behind him.

"Peter, I'll be bombing that tower in thirty minutes. Deactivates those Anti-Air Turrets and get out of there!" Frank commanded.

"I'll be back." Peter said, he releases his grip on Gwen's hand, falling back. Peter slowly falls down, turning round and diving down towards Oscorp Tower. Gwen looks over the edge, seeing Peter falling, her blonde hair blowing elegantly in the strong wind. The AC130 appears to get smaller as he gets further away from it. The massive Anti-Air cannons send massive shells at him, the shells explode around him. Peter attempts to change direction in the air, dodging the shells.

"How you holding up Pete?" Frank asked.

"Fine!" Peter yelled sarcastically. Peter fires a web at the tower, pulling himself towards the building. Peter slams against the windows of the tower, sticking onto it with his hands and feet. He looks up at the massive Anti Air Turrets attacking the AC130 in the sky. Flares are excreted from the AC130 as the cannons fires enormous and destructive shells at it. Massive shell casings bounce down the tower by Peter as he climbs up the huge building. The thunderous bangs from the cannons as they fire cause the tower to vibrate, making climbing difficult for Peter. The claps of gunfire echo throughout the city. Peter climbs up the tower as the sun sets, his time will be up when the moon is in the sky. Peter jumps up the windows over and over again as he climbs up quickly. Peter looks up at the final jump. "One more." Peter said, firing a pair of webs at the tower, hauling back and launching himself forward. Peter shoots upwards. Peter climbs up the wall as he stands on the roof after launching up. He turns, seeing Vulture laughing, gliding towards him. Peter clenches his hands into fists. Peter leaps at Vulture, grabbing him. Scream swings around the tower, slamming both feet against Peter's chest. Peter grunts, falling back onto the cold rooftop of the tower. The powerful, thunderous bangs from the cannons stun them slightly when they are nearby the cannons. Peter launches a pair of webs at one of the ejecting shells, straining as he throws it directly at Scream. Scream screeches, slamming onto the ground, bouncing repeatedly. She cracks her bottom jaw back into place, growling with aggression as she stares at Peter. Vulture fires his sub-machine pistol at Peter. Peter dodges he bullets from his pistol, firing a web onto the gun and pulling it from his hand. Vulture's wings spread out and is shoots over Peter, grabbing him by the arm, throwing him in the air and throwing him into one of the Cannons. Peter throws himself away from the cannon, turning as he falls back in the air, firing a web at the cannon's barrel, turning it slightly. The shell smashes through Vulture's left wing, shattering it on impact. Sparks bleed out from the suit as it has become severely damaged. Vulture slams onto the ground, looking at his damaged wing, trying to spread them out. But metal feathers dangle from the wing with sapphire and golden sparks bleeding out from it. Whilst they are all distracted, Peter sprints over to one of the cannon, opening up the shell belt that is fed into the gun. He launches a web onto a metal feather from Vulture's damaged left wing, throwing it into the warhead of the missile like shells. The impact of the sharp feather creates a spark and the shell detonates, causing all of the shells to explode, causing the cannon to over load. Each shell explodes with fiery clouds, the barrel then explodes and drops away from the cannon itself, rolling on the roof and plummeting down into the city below.

* * *

Below the tower, the barrel crashes down onto the street, crushing a collection of cars. In Times Square, all of the civilians look at the massive screens. President Matthew Ellis on the screens talking through them. "People of New York. You may be wondering about what is happening with Oscorp, they are not the people we thought they were. They have become the terrorist organisation again that we experienced months ago. Anyone that is nearby the tower must evacuate to a safe location at least a mile away. The tower is going to be destroyed to try and stop them. We must hope that Spiderman can save us." The President said. Police Officers guide all of the civilians away from the tower, the barrel of the cannon still imbedded inside of three cars. Children run away from the tower, some of them clutching onto Spiderman toys.

"Spiderman will save us..." One of the children hoped. One of the children hears a loud roar, turning to see the Lizard climbing up the tower to Peter's assistance.

* * *

Scream stands back up, turning to see Peter swinging towards her, kicking her. The two fall down the cannon, slamming down on the ground. Scream roars, slashing her claws at him. Peter turns, meeting the fist of Scream impacting his mask. Peter yells out, bouncing across the floor, using his webbing to stop him from falling off the building, like a slingshot, when he lets go he shoots straight at the last Symbiote creation, kicking her in the ribs. Scream snarls, her hands transform into long whip like weapons. Her tentacle like hair wraps around his hands, lifting him up. He pulls his mask off, staring into his eyes with her white jagged Spiderman like eyes. "Poor little Peter. No mother...no father...no uncle...no aunt. And soon, not even a girlfriend. All alone." Scream snarled. A loud grumbling growl reverberates from behind them. Scream turns, seeing the Lizard stood behind them.

"He's not alone." Curt snarled. Scream roars at him and Peter head butts the demonic creature with enough force to stun her. She drops Peter and he grabs his mask, pulling it back on.

"Curt? What are you doing?" Peter questioned.

"You need a hand up here, and I can get down quickly when Frank blows this tower apart." Curt said.

"Fair enough, which one are you taking?" Peter asked, looking and Vulture and Scream as they regain their strength.

"I'll take Scream, you take Adrian." Curt said. The massive lizard and the Spiderman stand back to back, once enemies, now great friends.

"We trade one villain for another." Peter chuckled. Connors growls, clenching his hands into tight fists, his tail moving around, cracking like a whip. Scream snarls, sprinting at the giant Lizard. Curt smashes his tail across her face. Scream shrieks, bouncing across the ground, dragging her claws into the ground. The Lizard leaps at Scream, smashing his fist into the ground, missing her head as she rolls out of the way. She swings her head around, her long tentacles of hair slashing across his chest like whips. Peter turns to the sun, seeing that it is halfway down the horizon. _We're running out of time. _Peter leaps past Vulture, grabbing the power conduit of the Cannon, the conduit is a large cylinder with a handle that is used to be pulled out, twisted three times and pushed in to shut down or power up the turret. Now just shutting them down, but risking of course the fact that one of these two can reactivate it. Peter strains, pulling it back and pushing it into it. The Cannon hums down, the cannon points down as it's targeting system has been shut off. Peter turns, seeing Vulture swinging his fist straight at him. Peter cartwheels away, dodging the fist. Vulture's fist smashes into the circuitry of the cannon's internal mechanics.

* * *

Norman Osborn stands inside of the tower, seeing that the cannons are starting to power down, without Peter. He looks at the systems, a virus has been detected. Norman snarls. "Mysterio, hold the fort, I must go and pay my respects to an old friend." Norman instructed. Mysterio nods inside of his helmet, a smoke bomb in his left hand.

* * *

Norman walks through the hallways, entering the Cannon Control station, typing into it. "Stop this Norman." A voice said. Norman snarls in frustration, turning around to see the Guardian Angel Hologram Peter created when he was here of Richard. "Whilst there's still time." Richard begged.

"You haven't given up lecturing me have you? Even in death." Norman snarled. Richard walks towards Norman.

"I will not let you use those Spiders like this." Richard stated.

"You don't have the means to stop me, my genetic code is rejecting your authority, and this tower is back in my control." Norman snarled.

"Hydra and Oscorp can coexist." Richard explained.

"What...and risk war with them in the future?" Norman hissed.

"Doing this will create another World War." Richard explained.

"And I am arguing this with a ghost!" Norman snarled.

"We are both ghosts Norman. Can't you see that? The Oscorp you've been desperately holding onto is gone." Richard attempted to persuade.

"I've had enough of this debate." Norman growled.

"Silencing me won't change anything. My son...is twice the man you once were." Richard said. Norman sternly stares at Richard. "And he will finish what I started, I did not want him to, but he will."

"Tell me, you contain Richard Parker's memories, his conscience. Can you experience his pain?" Norman snarled, staring down Richard. "I will harvest the venom from your son's corpse, and I will rebuild this majestic company atop of his and Hydra's bones." Norman snarled, pressing his hand on a red button on a console. Richard's hologram disintegrates brightly as he gets deleted. Norman looks at where Richard once stood before him with regret and self betrayal in his eyes. He had just killed someone who was once a good friend again.

* * *

On the rooftop, the cannons hum back to life except from the one that Peter powered down. And the one that he destroyed. "Peter! You haven't got long left! Get those cannons offline! I haven't got many flares left you know!" Frank called.

"I'm trying!" Peter yelled, throwing Vulture against the ground. Vulture snarls, kicking Peter in the chest. Peter falls back, looking at one of the turrets pointing straight at the AC130. Peter turns to a large chunk of metal on the ground, a piece of metal from the destroyed turret. Peter launches a web at it, throwing it into the huge barrel of the turret, blocking it. The Turret automatically fires and as the shell impacts the metal the gun explodes, detonating all of the shells, annihilating it in a destructive cloud of flames. The turret collapses as the flames eat the metal away. Peter rolls out of the way as the turret remains slam down on the ground. Black smoke trails out of what remains of the burning corpse of the gun. Peter coughs from the poisonous gasses in the smoke. Peter turns to the final cannon, turning to fire at the AC130. Curt turns to it, sprinting straight at the cannon, grabbing a large pole and smashing it through the chain of shells, in between two shells, stopping it from loading any new ones. Peter runs over to it, grabbing the power conduit, pulling it back, twisting and repeating it two more times until it cannot be pulled out any more. Peter slams the conduit back in place and the cannon hums slowly as it powers down.

* * *

Inside of the tower, Mysterio looks at the status of the guns, seeing that they are all offline. "Evacuate the tower!" Mysterio ordered. He slams a smoke bomb onto the ground, disappearing. Octavius climbs down the building away from it, slamming down on top of a bus, crushing it with his huge metal arms. The laughing Green Goblin glides out of the tower on his Glider, cackling as he flies through.

* * *

Peter runs across the rooftop. Vulture groans, standing back up, staring straight at Peter. Peter looks at the sun, seeing it setting. "Curt! Get off of the building!" Peter called. Curt nods, jumping over the building, climbing down it, using his claws to stop him from falling. He jumps down from the building when he nears the base of it. He lands on top of a taxi, looking up, seeing Peter is still up there. With the Cannons being offline, the building is helpless. The sun vanishes behind the horizon and the moon rises. Scream looks up with Peter as he looks up at the AC130. The cannons launch a barrage of massive shells towards the tower. Scream's face peels away, revealing the glassy green eyes of Donna. She whimpers, staring straight at the shell as it drops down towards the tower.

"Forgive me Gwen..." She begged. The shell smashes down onto the roof. The roof explodes with an avalanche of metal, a wave like animation forms from the explosion. All of the windows on the building shatter from the shockwave of the explosion. Donna disappears in the explosion, not even she could have survived that. Peter jumps off of the building, metal and glass exploding around him. Vulture pursues him, his wings damaged and sparking. Peter fires a web at a plummeting chunk of rubble, pulling him forward. Peter spins round, looking at the tower. A high powered shell impacts the tall spire like point of the tower; the enormous explosion breaks the curved top of the tower away, disintegrating into small particles of rubble.  
Frank looks around, seeing Goblin suddenly pursuing them. He laughs insanely, throwing a remote controlled pumpkin bomb into the turbine. "Oh shit! Gwen! Take one of those Parachutes!" Frank yelled. The two run through the plane, grabbing the parachutes inside of the plane. Norman laughs, pressing his index finger on the module on his wrist pad.

"Boom!" Norman snarled. The bomb explodes. The turbine explodes, tearing itself apart from flames and shrapnel from the explosion. The turbine shreds the wing, the wing's metal plating peels away like the dead flesh of a lizard. The wing explodes and the AC130 banks uncontrollably, diving down towards the collapsing Oscorp Tower. The explosion throws the two inside out of the plane. Frank pulls his parachute. His parachute shoots out, inflating. Gwen pulls hers and it inflates, but the chute is torn, giving her no safety. She screams in horror as she sees her parachute failing her.  
As Peter falls, he turns to see Gwen falling, the massive AC130 falling above him into the tower, exploding inside of it with golden flames. Peter's eyes widen and he catapults himself towards her as they both fall. Peter grabs onto her. "Not this time!" Peter yelled, holding her tightly. Gwen screams. Peter looks behind to see Vulture diving towards him. Peter covers Gwen with his body, Vulture grabs Peter. The three plummet towards the ground. Peter turns to see Frank. "Frank! Take Gwen!" Peter yelled, Gwen reaches for him as he approaches them. Frank grabs her arm, pulling her up. Peter swings round, punching Vulture across the face. Vulture yells, snarling. He tries to swing his wings at him, but they are too damaged to move. Sparks belch out of the suit. Vulture smashes Peter against the falling rubble, choking him violently.

"Send my regards to daddy will you?" Vulture snarled. Peter peers round, seeing a chunk of rubble inches from his leg. Peter pulls the rubble down onto his ankle with his webbing.

"Send them yourself!" Peter barked, kicking Vulture in the chest. The rubble presses down against Vulture's ankle. Peter pushes himself away from Vulture. Vulture tries to rip his leg free, trying to spread his wings. Vulture turns to see his leg trapped.

"No! No!" Vulture screamed. "No!" Vulture bellowed, vanishing as rubble falls above him. He vanishes into the dust. The sound of rubble crashing against the ground signals his demise. The massive tower groans, tipping over, smashing down onto the evacuated streets below. Peter grabs Gwen and Frank, firing a pair of webs onto a pair of buildings, slowing their descent down. They both land down on the rubble. Gwen and Peter look into one another's eyes. They share a very loving and affectionate kiss, holding one another tightly. When they break their kiss, Gwen looks into Gwen's eyes.

"I love you Peter." Gwen whispered.

"I love you too Gwendolyn Stacy." Peter said, kissing her again. From inside of some rubble, the rubble pulsates like a heartbeat and something staggers out from it. Peter turns, walking towards the source of it. Gwen watches as he walks towards it. As he walks through, he discovers Norman Osborn on his knees, the glider beside him. He looks up at Peter, holding the ashes from the building.

"Look at this..." Norman snarled. "We could have resurrected Oscorp, but you chose your personal life above us. I exist, only to stop Hydra. That is the sole purpose, for which I was born. And no matter what actions I take, no matter how violent. Or how cruel. Is for the greater good of our country. And now, Hydra will destroy our country." Norman snarled, his personal rage against Hydra taking over, even though they won't risk that. "My soul, that is what you...have taken...from me!" Norman bellowed, leaping forward and punching Peter straight in the face, sending him bouncing across rubble. Peter slides across the ground, groaning. "I am going to make her suffer Peter. That woman that you love so much, I will take her from you as painfully as possible." Norman promised.

"I lost her once." Peter snarled, standing back up. "Not again." Peter snarled. Norman smirks villainously, his glider hovering in front of him. Behind him, Octavius and Mysterio appear inside of the dust. He stands on top of his huge Glider, shooting towards Peter as he fires two webs on the ground, launching himself at Norman like a slingshot. The two slam their fists against one another's faces.

* * *

The Final Fight from Oscorp has begun.

...


	21. Final Battle

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Inside of the Daily Bugle, Jonah Jameson looks out of the window constantly, the sun has disappeared and darkness has consumed the city. A distant green glow approaches them and golden flashes appear around the green light. Gliding through the streets, Norman Osborn appears, banking round sharply. Jameson backs up; Norman's laughs can actually be heard through the window. Norman throws Pumpkin bombs down at the civilians below, vaporising them in a golden flash. Goblin shoots past the bugle towards Times Square. People below panic, attempting to flee. Suddenly Peter lands on top of an abandoned taxi, his Spiderman costume on. The screaming people fall silent as they see Spiderman has truly returned. Peter looks up, standing up and clenching his fists, ready to fight in his stance. Norman shoots straight at Peter and Peter leaps at him, landing onto his glider, punching him in the face. Goblin snarls, throwing him through a window violently. Peter screams, sliding across the marble floor. Norman hovers inside, staring at him. He snaps his fingers and his hands ignite into flames and he throws fireballs at Peter, burning straight through the pillars supporting the building. Peter looks around, seeing that the building is rumbling, not remaining stable. Norman turns round, extinguishing the flames, shooting out of the building. Peter launches himself through the collapsing building, connecting a web to the back of Goblin's glider, holding on as the Glider pulls him through. Peter releases, his Spider Sense suddenly causes things to stop, and he can see Octavius throwing a car at a family, three young children down there. Peter fires a pair of webs and the webs form a net, catching the car and stopping it from killing the family. Peter lands on the ground, seeing Goblin banking round towards Peter, laughing maniacally. Peter's sense tingles, turning to suddenly meet the mechanical arm of Octavius smashing against Peter's face. Peter falls back on the ground, looking up at the insane doctor, raising his mechanical arm up. Suddenly a large lizard like tail smashes against Octavius' face, throwing him across the street. Octavius roars, bouncing across the ground, dragging his massive four mechanical arms into the tarmac. Peter turns, seeing the huge hand of Curt being offered to him. Peter grabs his hand and the huge Lizard pulls him up. Octavius snarls, grabbing a manhole cover, throwing it at the Lizard. The cover smashes against Connors' face, slicing a collection of scales away. Curt snarls, spitting a tooth out from his massive muscular jaws. Helicopters hover above the battle, filming it for the new broadcasting systems. Peter turns, seeing Frank and Felicia joining back up with him, Carlyle keeping Gwen safe. "Any ideas guys?" Frank asked. The four heroes all stand back to back. Surrounding them is Green Goblin floating in the air, Doctor Octavius stood by a truck and appearing in a cloud of smoke is Mysterio, his fists clenched.

"Keep the people safe from harm." Peter ordered.

"Done." Felicia agreed. Felicia's cat like claws extends out from her gloves. Frank cracks his knuckles together, looking around with a stern stare. The Lizard bellows at their enemies and Peter stands in his fighting stance, one hand up in the air and the other pressed against the floor as he crouches. Goblin hovers above them all.

"Such heroism. Too bad that it must go to waste." Norman snarled, blasting down towards Peter, the Glider dives down creating a loud screech as it dives. Peter bounces across the tarmac, launching webs from his bio-cable launchers at Norman. Norman's Glider floats back with his arms wrapped up from the strong webbing. Norman's blades emerge from his gauntlets in his suit, severing all of the webs and freeing himself. Goblin snarls, diving down at Peter, grabbing him, punching him in the face. Peter grunts, plummeting down and slamming into a truck, groaning. Goblin's glider suddenly has a pair of long, razor sharp blades that emerge from the front of the glider, attempting to skewer Peter. Peter leaps out of the trashed truck, kicking Norman in the head, cracking one of his eye visors. Norman snarls, grabbing Peter by the leg and throwing him into the ground, diving at him. Peter fires a pair of webs at the glider, pulling it in another direction. Norman snarls, gliding over head of Mysterio clashing against Frank and Black Cat. Mysterio vanishes in a blast of smoke, appearing behind Frank, punching him in the back. The acrobatic Felicia Hardy jumps at Mysterio, kicking him in the mask, jumping on his mask.

"How about a magic trick?" Mysterio snarled, vanishing.

"Now you see me, no you don't by any chance?" Felicia snarled. Mysterio appears behind Felicia, kicking her in the back.

"It's almost like you're a mind reader." Mysterio snarled. Felicia turns to Mysterio, looking at him with stern eyes. Mysterio laughs. Frank leaps at him. Mysterio vanishes as he goes to grab him. Frank looks around for the man, quickly moving. His voice echoes around them. Frank stops, seeing his wife stood in front of him. He stutters, walking towards her. As he goes to touch her face, she suddenly punches him in the face. Mysterio laughs, the woman transforming into Mysterio again. Mysterio kicks Frank in the chest, grabbing him by the throat. Staring straight at him through his clouded bullet proof glass helmet. Mysterio throws him on the ground, slamming his fist down at him. Mysterio's purple cape blows in the wind as he stands there, staring straight at him. Felicia sprints at him and he quickly turns, punching her in the belly, grabbing her by the chin and slamming her on the ground. "Why do you continue to fight? It doesn't work!" Mysterio snarled, grabbing her by the hair and throwing her across the road. She slams against the door of a car, coughing. He turns, seeing Peter swinging towards him. He vanishes in a cloud of smoke and appears before Peter, grabbing him. Peter and Mysterio roll along the cold tarmac. Peter snarls, smashing his fist against Mysterio's mask. Mysterio snarls, head butting Peter. When Peter looks again, Mysterio is gone. He leaps behind him through a cloud of smoke. Peter spins round, catching Mysterio's fist, tightening his grip. Peter slams his fist against the glass helmet so hard that it creates a few cracks across it from the sudden impact. Mysterio laughs at Peter evilly. Peter looks at him in confusion.

"What's so funny?" Peter snarled.

"You will never...ever win. Not even now. You think you can live a happy life? That is the illusion boy." Mysterio snarled. Mysterio vanishes in a cloud of smoke and Peter quickly looks around. "It's all an illusion." Mysterio snarled, his voice echoes around Peter, as if he is walking around him. Peter looks around, launching a web up into the sky, the web lands on a flagpole and Peter swings round, suddenly dodging Green Goblin. Below in the centre of Times Square, Connors and Octavius clash one another. Connors backs up, dodging the sharp claws, slashing his at the armoured man. Octavius catches Connors' fist with one of his huge metal arms.

"Impressive moves Connors!" Octavius snarled, one of his arms smashing against Connors' chest. Curt slides along the ground, groaning, looking up at the titan walking towards him. Curt looks behind Octavius, seeing Peter swinging towards him to his aid. Octavius smirks, turning round, grabbing Peter by the leg and slamming him on the ground. Peter coughs in pain, looking up at the tall man, stomping towards him. "No more monologues. This ends now." Octavius snarled, rising up one of his arms, the fingers close and form a sharp point, sharp enough to skewer Peter with. A bright light suddenly appears, Octavius turns, seeing a taxi slamming into his metal legs, breaking all of them on impact. Octavius yells, collapsing to the ground. Octavius groans. The car door opens up and Gwen steps out, looking at Peter. Peter quickly stands up.

"What the hell are you doing here for?" Peter bellowed at Gwen. "Why can't you just do what I say for once in your life?" Peter yelled.

"Because we do things together, that was the deal." Gwen responded. Peter growls in frustration. He stops, seeing Curt stomping towards Octavius, his suit extremely damaged from the impact of Gwen's car. Octavius turns to Connors.

"Can you see Curt?" Octavius wheezed, backing away, blood on his brow. "The moment of salvation is at hand, even without Oscorp tower." Curt snarls, grabbing him by the collar.

"It will not last." Curt snarled, his free hand clenched into a fist.

"Oh Connors my friend, you misunderstand." Octavius wheezed. Curt's free hand sharply opens up, the claws glistening in the light of all of the screens in Times Square.

"I will have my revenge! On a Professor, not a company!" Curt growled. Octavius weakly grabs the Lizard by the shoulder with his free hand. Whispering something into his ear. Curt's eyes widen as he hears this. Octavius leans back, nodding at him. He then speaks aloud.

"Our work will save this country!" Octavius yelled. Making everyone listen. Octavius simply nods at Curt. "I...am...Octavius! The voice of Oscorp!" Octavius weakly shouted. Curt snarls, grabbing him by the throat, whispering into his ear.

"And so...you must be silenced!" Curt aggressively snarled, pushing his claws into Octavius' back, the claws erupt out of Octavius' chest, blood spraying out against the taxi door. Octavius yells in agony, looking at the claws coming out of his chest. Curt releases his grip and Octavius drops to the floor. The suit powers down weakly. Curt roars in anguish, looking down at Octavius, at Peter. Peter nods at him and Curt nods back. Peter turns to Gwen.

"You need to get out of here." Peter said. Peter looks over Gwen's shoulder, seeing Mysterio sarcastically saluting at him, vanishing in a cloud of smoke. Gwen walks aside from peter, smiling. Suddenly a loud crack echoes. A gunshot created that sound. Peter gasps in agony, stopping where he stands, looking at his abdomen, seeing a lot of blood. He looks up to see Goblin, pointing a gun at him, smoke trailing from the barrel. As if time stopped. Gwen's eyes widen in horror. Peter turns to his wound, launching a large amount of webbing at his wound to repair it. He looks directly at Goblin with a stern look. Norman snarls, fleeing away.

"Get back here Norman!" Peter yelled, swinging after him.

"Peter!" Gwen screamed.

* * *

After a long pursuit through New York. Both of them return to a dreaded place. The Clock Tower where Gwen died. As Peter looks down, he suddenly sees Gwen falling. Peter shakes it off, seeing Norman beneath him on his Glider, hovering below, staring straight at peter. "Look familiar?" Norman snarled, his demented red eyes glow intensely.

"Too familiar!" Peter snarled, using his webs to slingshot himself at Norman. Peter tackles Norman off of his Glider and they both fall down the clock tower. Punching and kicking each other as they fall down. They both land on the cogs that Peter and Harry fought on before. The Glider hovers, blasting towards Peter with a pair of razor sharp blades out as it tries to skewer him. Peter jumps in the air, back flipping as he dodges the Glider. Peter fires a web at a construction pole, swinging around the interior of the tower, throwing a chunk of clockwork at the Glider. The chunk smashes through the Glider. The Glider launches through the tower, crashing on the road, sliding along the ground, its wings breaking away. Peter turns, suddenly seeing the acrobatic Goblin grabbing a construction pole and swinging towards him, kicking him in the chest. Peter grunts, slamming against the wall. Peter moves his head, missing the fist of Norman as it smashes through the concrete. Peter snarls, jumping around Norman, punching him in the back. Norman swings around, smashing his foot against the side of Peter's cranium. He grabs Peter by the neck, throwing him off of the cogs. Peter fires a web onto the cogs, stopping his fall. He looks up at the monster.

"Well isn't this funny? How things have turned around?" Norman snarled.

"Norman, please." Peter begged. Norman unsheathes his dagger, swinging it at the web, severing it. Peter fires another web onto the clock tower. Peter swings round, kicking Norman in the chest. Norman savagely swings his dagger at Peter, snarling as he swings. Peter kicks the knife out of Norman's hand. The dagger bounces on the cogs, remaining there. Norman suddenly grabs Peter by the throat, smashing his fist against Peter's face over and over again with so much brute force. Peter whimpers in pain. Blood actually seeping through his mask as it drenches the material.

* * *

A pair of bright headlights glows over the horizon of buildings. Inside, Gwen desperately looks around, seeing the Glider imbedded in the road and the hole in the clock tower. She gasps, driving towards the sparking Glider, parking beside the tower. She slams the door shut, running towards the base of the tower.  
Norman snarls with a victorious growl, pulling Peter's mask off, revealing his bloodied face, his nose smashed in and deep bruises in his face. Gwen runs inside of the bottom of the clock tower, seeing the mask landing on the ground, blood smudging the ground, looking up at the two clashing above them.

"Peter!" Gwen yelled. Peter turns in shock, scared for her life. Peter punches Norman in the face, turning to Gwen.

"Gwen!" Peter cried out. Norman suddenly grabs the dagger on the cogs, slamming it into Peter's belly when he turns the boy round. Norman stares into Peter's eyes. Peter gasps in pain.

"No!" Gwen screamed in horror. Norman rips his knife out, the blade having a new colour on it, the red colour of Peter's blood. Peter staggers back, grabbing his chest. The bleed seeps through in between the gaps in his fingers.

"The Spider will never climb up the water spout again." Norman snarled. Peter falls back, falling down the clock tower like Gwen did. And then Peter realises something. _If I die and Norman lives, Gwen can never be safe. _Peter looks straight at Norman, launching a web at Norman. The web wraps around Norman's throat, Norman chokes, being pulled down with him. Peter connects his other web on his other arm to the one connected to Norman's neck, firing another onto the ceiling of the tower. Norman roars in anger, trying to rip the webbing from his throat. Peter disconnects himself from the webs. The webs tighten as the clock strikes twelve, the powerful bell gongs. Drowning out the sound of Norman's neck snapping. Norman hangs inside of the clock tower, swaying back and forth, lifelessly. Peter crashes onto the ground, a tremendously loud snap occurs from Peter's body as he impacts the pieces of clockwork on the ground, Peter screams in agony.

"Peter!" Gwen wailed, sprinting over to him. She looks at his multiple wounds, very severe ones. But there is one that she cannot sense. Peter gasps, looking at his own legs. "Peter?"

"I...I can't feel my...my legs." Peter stuttered in pain. Gwen covers her mouth in horror, realising that the impact has snapped his spine from chunks of cogs on the ground pushing into his back. Carlyle and Frank run inside of the Clock tower.

"We need to get you to a hospital Peter." Gwen said, trying to help him up. Peter yells out in pain as she tries to help him up. "Oh my god! I'm sorry!" She cried.

"No, no, I'm not going anywhere honey." Peter said, shocking all of them.

"No! Don't you dare. You will be fine!" Gwen assured, pointing to him, holding his hand. "Just wait for the ambulance!" Gwen cried, tears filling her eyes and dripping down her cheeks. Peter smiles, wiping the tears from her red cheeks.

"I did it." Peter said quietly. Frank looks inside of the clock tower to see the hanged Norman Osborn.

"He did, Norman's dead. They're all gone." Frank said.

"No, I saved you. You're safe." Peter said, stroking her cheek.

"You have to be okay as well Peter." Gwen begged, holding Peter's hand so tightly it probably could cause his blood to stop circulating. Gwen is so scared, she is shaking.

"It's finally over. You're safe. Harry's gone. Norman's gone. It's over." Peter said. "I will always be with you Gwen. You and the baby..."

"But I love you. I don't want you in the afterlife." Gwen cried. Peter lifts her head up with his hand.

"I can't hold on anymore Gwen. I'm going. I saved you and that's all that matters." Peter groaned, hissing in pain, looking at his wound. Peter holds Gwen's hand, smiling passionately. "I did it Uncle Ben." Peter said, looking up at the sky. "Uncle couldn't save her Uncle Ben. Uncle Ben I couldn't save Aunt May. No matter what I did. But I saved you." Peter cried, tears filling his eyes. "I did it." Peter laughed, looking at Gwen's beautiful face. "I did..." Peter groaned, unable to finish his sentence. His head falls back and his grip loses on Gwen's firm hands. Gwen gasps in horror, shaking Peter. His body shakes, but he doesn't awaken.

"Peter?" She whimpered, her eyes glistening from tears filling her blue eyes. Frank sighs, bowing his head. Frank collapses to his knees in disbelief. "Peter?" She whimpered, shaking him more. Frank and Carlyle know that Peter is gone, but the heart broken Gwen doesn't want to believe it. "Peter, don't do this to me!" She cried. "Don't leave me!" She wailed, resting her head on Peter's chest. Her wails echo through the city. Tears drop from Frank's eyes and Carlyle smashes his fist against the wall in anger. A very good friend, now gone, a legendary man, gone. "Please!" Gwen cried. Curt sprints round the corner with Felicia, stopping in shock.

"No..." Curt said his eyes so wide. Gwen continues to weep, shedding rivers of tears. She hugs Peter tightly. "This isn't how it can end. Norman cannot win." Curt said in shock. Frank walks over, checking his pulse. He bows his head, sighing. He shakes his head.

"He's gone." Frank said.

"No!" She wailed, grabbing Peter, looking into his closed eyes. "Okay, Peter I know you're still in there now listen to me. I love you, more than anything in this world! Please! Wake up! I can't live without you! I can't look after this baby without you! Wake up!" She begged, her cheeks soaked with tears. When he doesn't respond, they then realise that he's gone. She weeps uncontrollably, burying her head into Peter's chest. Peter's friends stand around him, unable to believe in what has happened.

He's actually gone.

He saved her though.

Norman was right.

Even Heroes Fall...

...


	22. Goodbye Spiderman

**Author's note: This is my take on a sequel to the Amazing Spiderman 2 movie, so of course beware there will be spoilers in this story regarding the Amazing Spiderman 2. This is a much darker version of Spiderman. This is a sequel to my _The Amazing Spiderman A Hunt for Revenge Act 1 _hence the _Act 2 _part. So I hope you enjoy my fan-fiction. Please Review!**

* * *

Gwen sits in her bedroom, looking at the photographs of her and Peter together, as if when she died it was flipped around to her. She is wearing a black dress, ready for the funeral. Her door opens up and Helen walks in. "Gwen...I'm so sorry." Helen stuttered.

"He was the best thing that ever happened to me..." Gwen cried, imbedding her hands, weeping.

"He was such a good man." Helen said, sitting beside her crying daughter.

"Oh, mom he was! He wa-a-as!" She cried. Helen holds her daughter closely. Tears roll down from Helen's eyes, seeing her daughter in so much distress. "I don't know what to do anymore without him!" Gwen wept.

"You do what he fought to bring you back to do; you live your life for him." Helen said.

"How?" Gwen sniffled.

"When your father died, I tried to think about what he would want me to do. It won't be easy, but I will be with you every step of the way." Helen assured. Helen stands up, walking out. Gwen looks at the photograph of her and Peter kissing one another on the bed. She wails in distress, falling onto her bed, facing the wall as she cries uncontrollably, holding her knees as she wails. She hugs her pillow tightly, trying to let the distress out on the pillow, but the sorrow she feels is too much to take away.

"I can't live without you Peter..." Gwen cried.

* * *

Thousands of people come to Spiderman's grave, a giant statue of Spiderman in the centre of the graveyard. Helen helps her crying daughter through, arm around her shoulder. Even James Jonah Jameson is there. They all stop at the Graveyard. His stone next to Prowler, Eddie Brock, Flash and Damon's graves. Gwen looks at her speech, covering her mouth, unable to think about how she can say her own speech. Frank looks at his speech. "Spiderman was one legendary man, and the bravest man I've ever met. He stopped at nothing to see the woman he loved again, even when she died. And here she is today. He was a teenager. A teenager on insane proportions. I salute Spiderman." Frank spoke. Jameson lifts his up.

"Mr Parker. My best Photographer and I never knew that he was the masked menace. But now that I think about it, it makes sense how he got the Bugle these photographs of him. I saw Spiderman as a monster. He was the opposite; he cleansed this city of demons. I don't know how to thank him for that. I don't know, maybe, instead of the _Masked Menace. _I will make him be forever known as _the Masked Hero. _That is what Peter Parker was, a damn hero." Jameson said. Curt opens his one up.

"Funny, once I was an enemy of Spiderman. But, he gave me something that nobody has ever given me. The gift of regrowing my lost arm. It may not have been successful, but it still helped me. Peter Parker was an incredible individual, Norman Osborn tried making him out as the villain and even through all of that he continued to stay hopeful. Even when he lost the most important person in the world to him. I was wrong about Peter, I said he was a great man, he was more than that. He was a legendary person. Peter, if you are listening, saves a drink up there for me." Curt chuckled, closing his one up. Gwen's speech is coming closer and closer. Carlyle opens his one up, looking at his handwriting inside.

"Something people needed to remember about Peter was that the guy stood for something! Who else you know risked his life to help the city with a secret ego? He just never realised that he didn't need to keep it a secret, because sure your enemies will know who you are, and the Press will never leave you alone, but people will support you. I never respected that man at first; I was ready to kick him out when we first met. And now look at me, at the man's funeral. Sleep well pal, and sorry that we didn't have the best start." Carlyle spoke, ending his speech. The President of America is even there, with his own speech for Peter, opening it up.

"I never knew much about Spiderman...but he took a bullet to save someone he loved without even hesitating. I just wish that he could have grown old with her, to become someone even more special than what he already was." The President said, his words touching Gwen, even the President of America is there for him.

"He was always there for my daughter, whenever she was down, whenever she needed help, whenever she needed comforting over George's death, he was there. I love you Peter, and my daughter loves you so, so much." Helen read.

"You know, when I first met Spiderman, the first thing I thought was, _damn this kid's cute _but when I heard about what happened in his life, I felt very bad about having those thoughts. And with all that's happened to you, and all that's been done to you, I can see the birth of the worlds ultimate hero. It's just too bad that we are here at your funeral today Peter. I really am sorry." Felicia read. Even in the afterlife, Eddie looks over Peter's grave stone with Prowler, Flash and Damon.

"Peter and I were never the greatest of friends, but he showed me, that even the most broken people can change, they can still turn from evil to good. That is why I helped Peter." Eddie spoke; nobody in the living can hear them though.

"Peter Parker? He was one hell of a legendary person, I saw him as a weak kid, who I could easily pick on him. But I never saw this future. He is the best role model for any child that I have ever met." Flash said.

"From one masked man to another, Peter Parker was easily the strongest man I have ever met." Prowler said. "These words come from Hobie Brown by the way Peter; I thought that you finally deserve to know my name." Hobie said.

Gwen realises that she's next, exhaling deeply, wiping tears away. She exhales deeply. "What was so special about Peter?" She began, trying to hold back the tears, her voice cracking as she tries to speak without crying. Her bottom lip trembles. "Where do you start? He was the love of my life. He still is." Gwen sniffed. "And...When I died...he stopped at nothing to save...me." She said, tears dropping from her eyes. "Peter was the best thing...that...ever...happened to...me." She cried, bursting into tears, covering her face with her hands. She gives her speech to her mother, unable to go any further, unable to let him go. The people listening bow their heads respectively.

"You can do it." Gwen's mother said, rubbing her back. Gwen wipes the tears from her eyes, mustering her strength.

"And...We loved one another so much. There was more to that man than anybody thought...he and I...we felt something more. More than love. Words don't describe what we have. Peter was the best man I have ever met in my life, and nothing will take this from me." Gwen said. "And...When I was down, he would do anything he could to comfort me. He helped me with everything. The recovery of my father's death, the hardest work you could think of. Even deciding our future. Even talking about children and where we could live together at." Gwen said, bringing tears to everyone's eyes, even the Punisher's. "What was Special about Peter? Everything. Everything about him was special. And he will never be gone to me. To all of us. He lives on in us. That's what he fought for, to give everyone else a second chance. Let's not disappoint him. Please. Do good like he did for us." Gwen pleaded. "Peter, if you are listening. I will always love you, I will always think of you. Even after I die." Gwen read.

After everybody ends their speeches, the massive funeral ends and everyone leaves. Except for her.

* * *

Inside of the Central Park, a huge statue of Spiderman stands in the centre, firing a web from his wrist, standing strongly. Frank looks up at the statue, smiling at it. "Welcome home kid." Frank stated. Frank walks into a military camp, joining up with his Special Ops team again, nodding at them as he moves on. Doing something new.  
Felicia hangs her suit up in her new house, closing the closet. "I've seen enough for one life." Felicia said, walking away, brushing her soft platinum blonde hair as she walks away. Wearing a fluffy collared coat over a white shirt and black skinny jeans. She walks inside of the Police Station, beginning her training as a Private Investigator.  
Carlyle takes his old, broken eye patch off, resting it on his coffee table. He looks at the photograph of James Carlyle, smiling. "You were right bro; we all deserve a second chance. Time to make one." Carlyle said, walking away, taking his new, brown eye patch, wrapping it around his damaged eye, looking less threatening now. He picks up his brief case, walking out, joining up with the police force to stop the very people he once fought with.

* * *

As days pass, Gwen stays by Peter's grave like a dog staying with its owner, even when the owner has died. "You stayed here when I was here. I heard your speech." Gwen said, crying. "Why? Why did you do this to him you damn spider. If you didn't do that, he'd still be here." Gwen cried.

"You would have still loved me if I didn't have the spider bite me?" An unbelievably familiar voice said. Gwen turns around, her saddened eyes widen in disbelief. She looks across the graves to see him stood there. Peter Parker, good as new, as if he was never impaled, he never fell from the clock tower, he was never shot by Goblin in the abdomen. She walks towards the handsome man, her walk speeds up into a jog and then into a sprint. She places her gentle hand on Peter's cheek, checking if it isn't a hallucination. Her expressions suddenly change to anger, slapping him on the face. "I deserve that." Peter chuckled. She shoves Peter angrily, of which she should be after watching him die, feeling the pulse disappear.

"You asshole! Why did you do that to me? I felt your pulse disappear. I was crying for days!" Gwen yelled.

"So did I honey, I won't leave you Gwen." Peter said. Peter grabs her; they share the most passionate kiss known to man. That kiss was all the proof she needed to know that this is real. She looks into Peter's eyes, her eyes are unbelievably wide.

"I...I...I don't." She stuttered, amazed, holding onto Peter so tightly.

"You really think I would abandon you?" Peter asked, smiling. Gwen kisses him again, wrapping her arms around him, stroking his hair. Peter strokes her beautiful blonde hair.

"But how?" She begged. Peter walks along, still holding her. Stood amongst the graves is Doctor Curt Connors. He walks over to the happiest couple in existence. Gwen's eyes still wide.

"You can thank Doctor Octavius. He told me about the Reviver, that it is in the sewers. He may have remade the serums that we used to revive you, but I found more, and Peter decided that it was time for Spiderman to die. But Peter Parker's life doesn't die. The Spiderman was only a symbol, not a man. When he is needed again..." Curt said.

"I will return to my duties. Until I find someone who is worth taking my role. I've seen enough for one life." Peter said, looking at Gwen.

"The Reviver was moved into the sewers, just like Octavius told me, that how they revived Norman Osborn. That's where I brought Peter. Live your life together. It's the least I can do." Curt said, smiling.

"Thank you, so much." Gwen said. Looking back at Peter, kissing him more. Curt smiles at their happiness.

"Is our wedding still on then I guess?" Peter asked, smiling.

"Yes. Explaining to the families though will be interesting." Gwen said, unable to stop smiling.

"We tell them the truth. Spiderman died." Peter explained. They hold onto one another, kissing one another so passionately.

* * *

"Breaking News! It turns out, that Peter Parker never actually died, and it was a plan for him to move on. We have Doctor Curt Connors here to interview." The Reporter said. "How did you save him? He was gone, the nurses proved it."

"A machine that no longer exists, that he used to save his girlfriend. But Peter Parker doesn't wish to be interviewed everyday of his life. He did this because Spiderman has died. Spiderman was only a symbol of peace, of hope. Anyone can be a hero like he was, if they put their minds to it." Curt explained.

"But we need to ask him why he decided to choose the role as Spiderman." The reporter said.

"He didn't choose, it was all an accident, he never meant to become it. He only wanted to do something with these gifts. Peter Parker is a man, Spiderman is not. I only ask, that you do not bombard him with press, you can ask him questions, just don't beg him and wait outside his house. Because he wanted people to see that they can be heroes without being seen all the time. Because that creates demons." Curt explained.

"Thank you doctor." The reporter said.

* * *

Months after, Peter is in a smart suit while Gwen looks stunning in a beautiful white wedding dress. On a live screen, James Jonah Jameson reads his lines as the Bishop. The happy couple fit their rings on their wedding fingers. "You may now kiss the bride or whatever is customary in these occasions; sorry I'm a bit vague on the details." The grumpy old Jameson said.

"Thank you Jonah." Peter said. They both kiss one another passionately. In the seats are the family of Gwen's and the friends of Peter. Frank, Curt and Felicia in the seats. In other seats, are large photographs of Gwen's father, Peter's parents, Uncle Ben, Aunt May, Flash, Prowler and Damon. Never to be forgotten. In the courtyard stands a bronze statue of Spiderman, the inscription saying _a hero of not only America but of the word who keeps our lives safe, even his personal one. He is more than a man, he is a symbol. A symbol of peace. _Two suited men from an organisation called SHIELD watch the ceremony from a distance.

"What will Peter Parker do now?" One of the men asked.

"He will live his life with his family; he will abandon his duty as the Spiderman." The other man said. "Spiderman is more than just a man, it's a symbol. Anybody can be Spiderman, a hero, if they put their minds to it. That was the point of Spiderman in the first place anyway."

"But what if something like this happened again?" The man asked again.

"He will come back." The other man said, walking away.

"Why?" The other man asked.

"Because we'll need him to." He said. Walking on. The two men leave the happy couple to their future together.

* * *

Peter Parker looks into a cupboard with his Spiderman suit hanged up inside. As he closes it, the reflection of the mirror shows Gwen on the bed behind him, her belly enlarged from being pregnant. He turns to her, sitting down beside her. He looks at the vial with the dead spider that changed his life forever, which ruined his life, but also improved it. He stands up, holding Gwen's hand, they both walk outside into the world. A beautiful location next to a beautiful lake, trees around them, outside of New York. Nearby is a large forest. The sun sets behind the horizon. "Many years ago, I was taught a lesson." Peter said. "Strong men can do great things. And great people have great responsibilities. Took me a long time to remember that." Peter said, looking at the vile. He looks at the lake. "For now, the war against crime is over. I've made mistakes along the way." Peter said, throwing the vile into the lake, showing that he is moving on. The vile vanishes. "But after all, I'm only a kid." Peter said. "You can take away my friends, my loved ones. But I will find a way to get them back." Peter said. "The One thing you can't take away." Peter said. "I am Spiderman." Peter said. The happy couple turn around, walking back to the house. "My name is Peter Parker." Peter said. "They called me Spiderman." Peter said. Peace rises as the sun sets down the horizon. "Remember me." Peter finished.

* * *

"I like to see my life as a good explanation of what a hero is. You start with something pure." Peter said, in his memories he sees Gwen in the seat in front of him, turning to him, smiling with a beautiful smile. "Something exciting." Peter stated. In his mind he remembers the spider as it bit him on the neck. "And then, come the mistakes. We create our own demons, because what kind of hero are you without your enemies to fight?" Peter chuckled. Remembering the monsters that Oscorp became, remembering Harry, Max, Norman, Cletus all of the monsters that he fought to protect this city from evil. "But even the demons should not make you forget what you stand for. What you fight for. Because with great power comes great responsibility." Peter said, remembering what Uncle Ben said to him. "But there are good sides to being a hero, you give people hope. But, it's time for me to pass it on to someone else. But I need to find the right person for that. Wanna know why? Because Spiderman is a great story, and a great story can never end." Peter finished, looking out over the horizon of New York, sat beside Gwen, holding her close.

* * *

"In this hour of victory...we taste only defeat." Norman's voice said, speaking during his time in the court case regarding him. "I ask why." Norman snarled. "My name is Norman Osborn, founder of Oscorp. The roots of this city has grown deep under my careful tending. Where there is technology, the wisdom of countless scientists has saturated the soil. Our strength is a luminous sun of which all technology blossoms. And the impervious shelter, beneath which, it has prospered in the grasp of humanity." Norman spoke. "I stand before you...accused of a sin, of ensuring Oscorp ascendancy. Of attempting to save us from this fate where we are forced to...recede." Norman snarled. "Richard Parker stands as the greatest threat to this company. Refusing to eradicate he and his family is a fools gambit. We squander years in the darkness, whilst he takes my accomplishments for his own!" Norman protested. "The choice of creation belongs to Oscorp...alone." Norman snarled. "Think of my acts, as you will. But do not doubt the reality." Norman snarled. "Hydra will destroy this country." Norman snarled. "And without Oscorp...we will be hopeless to stop it." Norman finished.

* * *

**The End  
**

**Thank you for reading my completed fan-fiction. This is the first of many I hope, and I hope you enjoy them like I do when I write them.**

**From Darkness Rising Stories.**


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